GEM Warrant
In December 2021, we issued the GEM Warrant, pursuant to the GEM Agreement, with a 36-month term to
purchase 169,896 shares of Common Stock at a strike price per share equal to $200.00, to GEM Yield Bahamas Limited. The sale of the GEM Warrant was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
GEM Issuances
On
May 20, 2022, we delivered the First Draw Down Notice to GEM Investor, pursuant to the GEM Agreement. On July 25, 2022, we issued to GEM Investor a total of 1,257,430 shares of Common Stock for an aggregate purchase price of $9,900,000,
pursuant to the First Draw Down Notice. Pursuant to the GEM Agreement, the Company will pay GEM Investor $198,000, in connection with the settlement, as partial payment of the Commitment Fee (as defined in the GEM Agreement).
On August 17, 2022, we delivered the Second Draw Down Notice and 600,000 shares of our Common Stock to GEM Investor, pursuant to the GEM
Agreement. On October 3, 2022 we and GEM Investor settled the Second Draw Down Notice, pursuant to which GEM Investor returned 280,000 shares of our Common Stock to us. In total, we issued 320,000 shares of Common Stock for an aggregate purchase
price of approximately $1.7 million, pursuant to the Second Draw Down Notice.
The share issuances to GEM Investor were made pursuant to
the exemption from registration contained in Section 4(a)(2) of the Securities Act.
RJ and CITIC Issuances
On March 31, 2022, we issued a total of 197,032 shares (the RJ Shares) of Common Stock, pursuant to a share issuance
agreement, dated March 31, 2022 (the RJ Issuance Agreement), by and between the Company and Raymond James & Associates, Inc. (RJ). The RJ Shares were issued to satisfy, in full, the $9,842,091.00 that the
Company owed to RJ under a letter agreement, dated February 7, 2022.
In addition, on March 31, 2022, the Company, issued a
total of 43,150 shares (the CITIC Shares) of Common Stock, pursuant to a share issuance agreement, dated March 31, 2022 (the CITIC Issuance Agreement and, together with the RJ Issuance Agreement, the Issuance
Agreements), by and between the Company and CITIC. The CITIC Shares were issued to partially satisfy, amounts owed to CITIC under a letter agreement, dated February 8, 2022 (the CITIC Letter Agreement). Following the issuance
of the CITIC Shares, an aggregate of $1,070,433.83 remains due under the CITIC Letter Agreement, which we agreed to pay on or before September 30, 2022 pursuant to the CITIC Issuance Agreement.
The RJ Shares and the CITIC Shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
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