What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-11-21 compared with 2022-08-22 · 11 added, 22 removed, 5 unchanged (87% of the section changed)

1 unchanged sentence

AND USE OF PROCEEDS

As noted herein, in connection with the commencement

of the trading of our Common Stock on Nasdaq Capital Market, we converted 66,667 shares of Series A Preferred Stock in to 833,333 shares

of our common stock.

This offering and sales were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

this determination we relied on the representations of the purchasers contained in the securities purchase agreements signed by the purchasers,

which indicated the purchasers were knowledgeable about our management and our operations, were sophisticated investors, and understood

the purchase was part of a private placement.

As noted herein, in connection with the commencement

of the trading of our Common Stock on Nasdaq Capital Market, approximately $1,228,997 in convertible notes payable were converted into

272,156 shares of our common stock.

This offering and sales were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as

To make this determination we relied on the representations of the purchasers contained in the securities purchase agreements

signed by the purchasers, which indicated the purchasers were knowledgeable about our management and our operations, were sophisticated

investors, and understood the purchase was part of a private placement.

As noted herein, in connection with underwritten

public offering of 1,600,000 shares of common stock, we issued the underwriter, EF Hutton, a 5-year warrants to purchase 80,000 shares

of common stock at an exercise price equal $5.75.

This offering and sales were made in reliance on Section 4(a)(2) of the Securities Act

of 1933, as amended.

To make this determination we relied on the representations of the purchasers contained in the securities purchase

agreements signed by the purchasers, which indicated the purchasers were knowledgeable about our management and our operations, were sophisticated

investors, and understood the purchase was part of a private placement.

On July 19, 2022, the Company granted 16,667 shares of our common stock

for a stock award, which successfully cliff vested in May 2022.

On August 1 2022, we consummated the transactions under the MIPA, as

disclosed herein, including the issuance of the 3,009,552 shares of our common stock, comprising the Purchaser Stock Consideration, to

Jorgan and JBAH, entities controlled by Mr.

James Ballengee, who is now our Chief Executive Officer.

This issuances were made in reliance

on Section 4(a)(2) of the Securities Act of 1933, as amended.

To make this determination we relied on the representations of the purchasers

contained in the MIPA signed by the purchasers, which indicated the purchasers were knowledgeable about our management and our operations,

were sophisticated investors, and understood the purchase was part of a private placement.

DEFAULTS UPON SENIOR SECURITIES

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities