Item 3.02 Unregistered Sale of Equity Securities

From August 11 through August 12, 2022, the Company sold 1,562,506 shares of common stock at a price of $1.20 per share in a private placement offering from which it raised aggregate gross proceeds of $1,875,000. The Company relied upon Rule 506(b) of Regulation D in issuing these shares. No placement fees or commissions were paid in connection with the offering.

On August 16, 2022, the Company issued a press release announcing the completion of the private placement offering.

Item 9.01 Financial Statement and Exhibits

(d) See the Exhibit Index below, which is incorporated by reference herein.





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