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(a) |
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Amount beneficially owned:
On May 24, 2021, the Reporting Person, the Chief
Executive Officer, President and a director of Issuer, bought 3,400,000 shares of common stock of the Issuer from Andrew Stranberg, Chairman,
Secretary, Treasurer and a director of the Issuer, in a private transaction. The price per share was equal to $0.1985 per share, which
was the calculated price of one share of the Issuer’s common stock as of December 31, 2020 determined through a valuation of the
shares of common stock of the Issuer dated April 27, 2021. The shares were paid by the delivery of a secured promissory note to the seller.
The note provides for 2% simple annual interest. Principal and accrued interest under the note must be repaid by the note’s third
anniversary, or May 24, 2024. The note grants a security interest to the seller of the shares subject to full repayment of indebtedness
under the note. The shares are also subject to a lockup provision providing that one-half of the purchased shares may not be sold until
May 24, 2023; provided, however, that such restriction on transfer will expire at a rate of 1/48th of the shares subject to the restriction
per month over such two-year period. The shares are also subject to a market standoff provision restricting transfers and other dispositions
of the shares as reasonably requested by the Issuer and its underwriter until the date that is two years after its initial public offering,
which occurred on November 8, 2021. The shares were also formerly subject to a repurchase right which lapsed upon the occurrence of the
Issuer’s initial public offering on November 8, 2021. Subject to the above remaining restrictions, the Reporting Person may sell
the shares at prevailing market prices so long as such portion of the sale proceeds as is required under the promissory note to repay
the note is so used to repay the note.
On November 12, 2021, the Reporting Person was granted an option to
purchase 323,810 shares of common stock. The option has an exercise price of $4.15 per share and a term of ten years. The option
is subject to vesting over a four-year period with 25% of the option vesting on the first anniversary of the date of grant and the
balance of the option (75%) vesting monthly over the following three years after the first anniversary of the date of grant at a rate
of 1/36 per month. The option may be exercised to purchase 101,191 shares within 60 days of December 31, 2022.
On May 20, 2022, December 12, 2022, and December 13, 2022, the Reporting
Person purchased 15,000 shares of common stock at $1.7584 per share, 1,858.7361 shares of common stock at $1.345 per share, and 141.2639
shares of common stock at $1.3892 per share, respectively, in open market purchases. |