Item 2.01 Completion of Acquisition of Disposition of Assets.
On
Item 3.01 Unregistered Sale of
The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with the issuance of the securities described in Item 2.01 of this report. SCT was a sophisticated investor and was provided full information regarding the Company's business and operations. There was no general solicitation in connection with the issuance of the shares to SCT. SCT acquired the shares for its own account. The certificate representing the shares issued to SCT will bear a restricted legend providing that the shares cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid to any person in connection with the issuance of the shares to SCT.
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