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.
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