Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: following “Use of Proceeds” information relates to the registration statement on Form S-1, as amended (File Number 333-282621),
−Removed: for our initial public offering (the “IPO”), which registration statement was declared effective by the SEC on February 7,
−Removed: On February 18, 2025, we completed our IPO, in which we registered, issued and sold an aggregate of 1,667,000 shares of common
−Removed: stock, at a public offering price of $6.00 per share for $10,002,000.
−Removed: Bancroft Capital, LLC was the representative of the underwriters
−Removed: incurred approximately $1,102,000 in expenses in connection with our IPO, which included approximately $550,000 in underwriting discounts,
−Removed: approximately $100,000 in expenses paid to or for underwriters, approximately $440,000 in legal and financial service fees, and approximately
−Removed: $12,000 in other expenses.
−Removed: None of the transaction expenses included payments to directors or officers of our Company or their associates,
−Removed: persons owning more than 10% or more of our equity securities or our affiliates.
−Removed: None of the net proceeds we received from the IPO were
−Removed: paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities
−Removed: or our affiliates.
−Removed: net proceeds raised from the IPO were approximately $8,900,000, after deducting underwriting discounts and the offering expenses payable
−Removed: As of the date of this quarterly report, we have used approximately $2,500,000, $2,000,000, $2,000,000, $1,800,000, and $300,000
−Removed: from the net proceeds for (i) advisory services for future financing related to acquisitions, business development and growth initiatives,
−Removed: (ii) repayment of short-term loans, (iii) marketing efforts to boost brand awareness, (iv) working capital and general corporate purposes
−Removed: to support day-to-day operations, and (v) research and development for platform enhancement, respectively.
−Removed: We intend to use the remaining
−Removed: proceeds from our IPO largely in the manner disclosed in our registration statement on Form S-1, as amended (File Number 333-282621).
+Added: of Proceeds from Initial Public Offering of Common Stock
+Added: February 7, 2025, the SEC declared effective the Registration Statement on Form S-1, as amended (File Number 333-282621), for our initial
+Added: public offering (the “IPO”), (the “IPO Registration Statement”).
+Added: There has been no change to the information
+Added: provided under “Use of Proceeds” in Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025
+Added: of Unregistered Securities
+Added: the three months ended September 30, 2025, we issued (i) 1,458,859 shares of common stock to Lincoln Park for a price of weighted average
+Added: price of $0.29 per share, or an aggregate of $424,736, pursuant to the terms of our ELOC and (ii) 83,350 shares of common stock to Bancroft
+Added: Capital, LLC (“Bancroft”) upon exercise of warrants granted to Bancroft in connection with the IPO for an exercise price
+Added: of $7.20 per share, or an aggregate of $600,120.
+Added: These shares were issued in reliance on an exemption from registration under Section
+Added: 4(a)(2) of the Securities Act based upon certain factual representations received from Lincoln Park and Bancroft.
Defaults Upon Senior Securities
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