Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the three months ended March 31, 2026, the
−Removed: Company granted an aggregate of 90,006 stock options to certain directors of the Company under the Company’s 2022 Equity Incentive
−Removed: The options have an exercise price of $1.66 per share, vest ratably over three years, and expire on February 9, 2036.
−Removed: were made prior to the filing of the Company’s Registration Statement on Form S-8 covering shares issuable under the plan.
−Removed: No underwriters
−Removed: were involved, and no commissions were paid.
−Removed: The directors represented that the options were acquired for investment purposes and not
−Removed: with a view toward distribution.
−Removed: The options were issued in reliance on the exemption from registration provided by Section 4(a)(2) of
−Removed: the Securities Act of 1933, as amended.
−Removed: No underwriters were involved, and no commissions were paid.
−Removed: Purchases of Equity Securities by the Issuer and
−Removed: Affiliated Purchasers
+Added: On April 13, 2026, the Company issued 88,214 shares of common stock to Steven Rossi, the Company's Chief Executive Officer, at a deemed price of $0.8502 per share, which was equal to the closing price of the Company's common stock on the Nasdaq Capital Market on April 10, 2026, for an aggregate value of $75,000.
+Added: The shares were issued in satisfaction of $75,000 of previously accrued and unpaid bonus compensation owed by the Company to Steven Rossi.
+Added: The issuance was approved by the Company's Board of Directors.
+Added: On June 5, 2026, the Company issued 79,618 shares of common stock to Steven Rossi at a purchase price of $0.6280 per share, which was equal to the closing price of the Company's common stock on the Nasdaq Capital Market on June 5, 2206, for an aggregate value of $50,000.
+Added: The shares were issued in satisfaction of $50,000 of previoulsy accrued and unpaid bonus compensation owed by the Company to Steven Rossi.
+Added: The issuance was approved by the Board of Directors
+Added: The shares issued in each of the foregoing transactions were issued in reliance upong the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving a public offering.
+Added: No underwriter or placement agent participated in either transaction, and no underwriting discounts or commissions were paid in connection with either issuance.
+Added: Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Defaults Upon Senior Securities
Mine Safety Disclosures
+Added: Not applicable.
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.