Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
At the option of the lender, the note principal and any accrued interest
may be converted into shares of the Company's common stock. The number of shares
of the Company's common stock which will be issued upon any conversion will be
determined by dividing the amount to be converted by the lesser of
Item 3.02. Unregistered Sales of
In connection with the issuance of the note referenced in Item 2.03 of this report the Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933. The note was issued to a sophisticated investor who was provided full information regarding the Company's business and operations. There was no general solicitation in connection with the issuance of the note. No commission was paid to any person in connection with issuance of the note.
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