14. Subsequent Events

Securities Purchase Agreement 

On August 4, 2023 the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two healthcare-focused investors, pursuant to which the Company agreed to issue in a private placement (the “Offering”), an aggregate of (i) 404,728 shares of the Company’s common stock, $0.001 par value (the “Common Stock”), and (ii) 404,728 shares of Series E Mirroring Preferred Stock (the “Series E Preferred Stock”). For each share of Common Stock purchased by an investor, the investor will receive one share of Series E Preferred Stock.

The gross proceeds from the offering are approximately $850,000. The Company intends to use the net proceeds from the offering for general corporate purposes.

The Common Stock and Series E Preferred Stock sold in the Offering were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, have not been registered under the Act, or applicable state securities laws. Accordingly, the Common Stock and Series E Preferred Stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

Series E Preferred Stock

In connection with the Securities Purchase Agreement referenced above, the Company filed a Certificate of Designation with the Secretary of State for the State of Florida (the “Series E Certificate of Designation”) designating 404,728 shares out of the authorized but unissued shares of its preferred stock as Series E Preferred Stock.

The descriptions of the Certificate of Designation and Purchase Agreement are qualified by reference to the full text of such documents, which were attached to the Form 8-K as Exhibits 3.1 and 10.1 respectively, filed with the Securities and Exchange Commission on August 7, 2023.

Restricted Stock Award

On August 8 2023, the Compensation Committee and Board of Directors approved restricted stock awards to certain of our executive officers under the Company’s 2021 Equity Incentive Plan, consisting of 25,000 shares to our Chief Executive Officer, Ms. Kimberly Murphy, with 20,000 shares to vest immediately and 5,000 shares to vest within six (6) months from date of the award and 15,000 shares to our Chief Financial Officer, Ms. Janet Huffman, with 10,000 shares to vest immediately and 5,000 shares to vest within six (6) months from date of the award. The restricted stock awards are subject to the terms and conditions of the Company’s form of restricted stock award agreement which includes, earlier vesting upon a change in control of the Company. An additional 100,000 shares of common stock were awarded to directors of the Company with 80,000 shares to vest immediately and 20,000 shares to vest within six (6) months from date of the award.