Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
In addition to the issuances of unregistered securities
described in the Current Reports on Form 8-K filed by the Company with the SEC, during the first quarter of 2025 ended March 31, 2025
the Company issued the following equity securities which were not registered under the Securities Act.
On January 2, 2025, the Company issued 3,334 shares
of common stock (on post-split basis) to the entity owned and controlled by its former member of the Board, Avraham Ben-Tzvi, in accordance
with his director agreement with the Company.
On January 3, 2025, the Company issued 22 shares
of common stock (on post-split basis) to James O’Brien, its member of the Board, due to conversion of 156 restricted stock units
granted to him on August 9, 2023 into shares of common stock.
On January 3, 2025, the Company issued 446 shares
of common stock (on post-split basis) to Sean Dollinger, its Chief Executive Officer and member of the Board due to conversion of 15,625
restricted stock units granted to him on August 9, 2023 into shares of common stock.
On March 31, 2025, the Company issued 179 shares
of common stock (on post-split) basis to each of the following members of the Board: Hong Chun Yeung, Jing Lu, Lijun Chen, Yilin Lu, due
to conversion of 179 restricted stock units granted to each of them in accordance with their directors agreements on December 19, 2024
into shares of common stock.
On March 31, 2025, the Company issued 4 shares
of common stock to James O’Brien, its member of the Board, due to conversion of 4 restricted stock units granted to him on August
9, 2023 into shares of common stock.
On March 31, 2025, the Company issued 89 shares
of common stock to Sean Dollinger, its Chief Executive Officer and member of the Board due to conversion of 89 restricted stock units
granted to him on August 9, 2023 into shares of common stock.
Unless otherwise noted, the securities above were
issued pursuant to the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated
under the Securities Act, in light of the fact that none of the issuances involved a public offering of securities and no solicitation
or advertisements for such securities were made by any party.
Purchases of Equity Securities by Issuer and
Its Affiliates
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
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