Annual report pursuant to Section 13 and 15(d)

SUBSEQUENT EVENTS

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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 15. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events for recognition and disclosure through March 29, 2024, which is the date the consolidated financial statements were available to be issued.

 

On March 5, 2024, the Company’s Senior Convertible Noteholders elected to convert a total of $804,695 (the “Conversion Amount”) pertaining to the 2023 Debt Offering into 1,297,895 shares of the Company’s common stock at $0.62 per share. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investors are sophisticated, familiar with our operations, and there was no general solicitation or advertising. In addition, pursuant to the March 4, 2024, Inducement Letters, the exercise prices for Common Stock Purchase Warrants issued on September 30, 2022, in relation to the PIPE Offering and Common Stock Purchase Warrants issued on March 9, 2023 related to the 2023 Debt Offering were permanently reduced to $0.62 per share.

 

On March 6, 2024, pursuant to the Adjustment terms of the March 2022 Armistice Warrants and the September 2021 Armistice Warrant as a result of the Inducement Letters, the Company issued an aggregate 2,659,031 warrants (the “Armistice Warrants”) consisting of (i) 2,127,225 warrants pursuant to the Adjustment terms under the September 2021 Armistice Warrant, and (ii) 531,806 warrants pursuant to the Adjustment terms of the March 2022 Armistice Warrant. In addition, the Armistice Warrants include conditions where the warrant exercise price may be adjusted downward in the event securities instruments or exercise prices are subsequently issued or reduced, respectively, below the then current exercise prices of $1.35 per unit of the Armistice Warrants. Where the Inducement Letters stipulate a reduction in the warrant securities exercise prices below the Armistice Warrant exercise price of $1.35 per unit, the conditions of a downward adjustment were met reducing the Armistice Warrants exercise price permanently to $0.62 per unit. The issuance of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is accredited, familiar with our operations, and there was no general solicitation or advertising.