Item 3.02 Unregistered Sales of Equity Securities.

On March 26, 2021, Ridgefield Acquisition Corp. (the "Company") sold 1,600,000 shares (the "Shares") of its Common Stock to its President and Chief Executive Officer, Steven N. Bronson (the "Purchaser"), at a price of $0.25 per share, for an aggregate purchase price of $400,000. Purchaser paid the purchase price for the Shares by cancelling $349,442.18 in principal and accrued interest outstanding under that certain Revolving Promissory Note, dated as of December 31, 2016, made by the Company in favor of Purchaser, as amended to date, and paying $50,557.82 in cash.

The Shares were offered and sold exclusively to Purchaser, an executive officer of the Company and an accredited investor, in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Purchaser represented his intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificate representing the Shares issued in the transaction. The offer and sale of the Shares were made without any general solicitation or advertising.

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