Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 1, 2023, the Company issued Steven Rossi, the
Company’s Chief Executive Officer and President, stock options to purchase up to an aggregate of 2,000,000 shares of common stock
in agreement for Mr. Rossi’s agreement to modify 1,600,000 restricted stock units and 400,000 performance stock units issued to
Mr. Rossi on November 11, 2022 and December 29, 2021, respectively. The stock options issued to Mr. Rossi are exercisable for $1.74 per
share and expire on May 1, 2033 and vest in increments of 10% for each dollar that the Company’s stock price increases between $2.00
and $11.00, as measured using the volume weighted average price of the Company’s common stock for ten consecutive trading days.
The stock options were issued outside of the Company’s
equity incentive plans and the Company relied on the exemption from registration afforded the Company under Section 4(a)(2) of the Securities
Act.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
30
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