Item 3.02. Unregistered Sales of Equity Securities.

On October 12, 2022, the Company entered into a Subscription Agreement with CLS Therapeutics, LLC, a Delaware limited liability company ("CLS"), pursuant to which the Company agreed to issue to CLS, and CLS agreed to subscribe for, 850,000 shares of the Company's common stock (the "Shares") as consideration for the assignment by CLS and its affiliates to the Company of certain patent rights owned by CLS and its affiliates. The Shares were issued on October 12, 2022. The Shares were issued in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) thereof and the provisions of Regulation D thereunder. CLS represented that it was an "accredited investor," as defined in Regulation D, and was acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, none of the Shares have been registered under the Securities Act and none of the Shares may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Neither this Current Report on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of the Company's common stock or any other securities of the Company.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibit No.   Description
    104           Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)






















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