Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: May 31, 2024, the Company issued warrants to purchase up to 12,950,000 shares of the Company’s common stock in connection with
−Removed: entering into the Inducement Offer Letter with a certain holder of existing warrants, pursuant to which the Holder agreed to exercise
−Removed: for cash its Existing Warrants to purchase an aggregate of 7,000,000 shares of the Company’s common stock, at a reduced exercised
+Added: Recent Sales of Unregistered Securities
+Added: February 2025, we issued warrants (“Inducement Warrants”) to purchase an aggregate
+Added: of 1,424,500 shares to certain investors in exchange for them exercising warrants that were
+Added: issued to them in May 2024 (the “May 2024 Existing Warrants”) at an exercise
price of $5.198 per share.
−Removed: Each Inducement Warrant has an exercise price equal to $0.5198 per share and will be exercisable at any
−Removed: time on or after the date that is six (6) months from the issuance date provided that stockholder approval is obtained and will have
−Removed: a term of exercise of five and one half (5½) years following the date of issuance.
−Removed: The Company engaged Maxim Group LLC (“Maxim”)
−Removed: to act as its exclusive warrant solicitation agent and financial advisor in connection with the warrant inducement transaction and
−Removed: paid Maxim a cash fee equal to 7.0% of the gross proceeds received from the exercise of the Existing Warrants.
−Removed: The Company used and
−Removed: is expecting to use the net proceeds of these transactions for general corporate purposes, including working capital.
−Removed: issuance of the warrants listed above was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D
−Removed: promulgated thereunder in that the issuance of securities were made to an accredited investor and did not involve a public offering.
−Removed: The recipient of such securities represented its intention to acquire the securities for investment purposes only and not with a view
−Removed: to or for sale in connection with any distribution thereof.
+Added: Each Inducement Warrant has an exercise price of $6.502 and is
+Added: exercisable six months after issuance, or August 27, 2025, until the five and a half-year
+Added: anniversary from the date of issuance.
+Added: We received proceeds of $6,731,410 before deducting
+Added: placement agent fees and other offering expenses payable by us upon the exercise of the May
+Added: 2024 Existing Warrants
+Added: February 2025, the Company issued 1,000 restricted shares with a value of $82,100 to an investor
+Added: relations consultant.
+Added: March 2025, we issued 10,000 stock options to a director with an exercise price of $5.95
+Added: and an expiration date of March 27, 2035.
+Added: Use of Proceeds
+Added: Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Defaults Upon Senior Securities
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