Item 3.02 Unregistered Sales of Equity Securities.





Sales of Preferred Shares

Between July 26, 2022 and August 10, 2022, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 3.8 shares of the Company's Series Y preferred stock for an aggregate purchase price of $380,000. The Company also issued an aggregate of 3,040,000 warrants to these investors.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.





Conversion of Notes

On July 29, 2022, holders of convertible promissory notes converted an aggregate principal and interest amount of $150,912 into an aggregate of 27,438,605 shares of the Company's common stock.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

Conversion of Preferred Shares

On August 1, 2022, holders of the Company's Series R preferred stock converted an aggregate of 1 Series R shares into an aggregate of 106,496 shares of the Company's common stock.

On August 5, 2022, holders of the Company's Series T preferred stock converted an aggregate of 268 Series T shares into an aggregate of 29,777,778 shares of the Company's common stock.

On August 5, 2022, holders of the Company's Series Y preferred stock converted an aggregate of 6.8 Series Y shares into an aggregate of 46,370,347 shares of the Company's common stock.

On August 8, 2022, holders of the Company's Series U preferred stock converted an aggregate of 25 Series U shares into an aggregate of 3,028,099 shares, including make-good shares, of the Company's common stock.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.

Restricted Stock Grant Agreement Issuances

On August 8, 2022, per electing and qualifying for the Restricted Stock Grant Agreement alternate vesting schedule, the Company issued to Mr. T. Riggs Eckelberry and one consultant an aggregate of 1,023,192 shares of the Company's common stock.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.





Issuance of Common Stock

Between July 29, 2022 and August 10, 2022, the Company issued to consultants an aggregate of 2,165,009 shares of the Company's common stock for services.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.


                                       1

© Edgar Online, source Glimpses