ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On July 16, 2021, the Company issued two convertible promissory notes to two
unrelated third parties. The notes, one in the principal amount of $350,000 and
one in the principal amount of $50,000, are convertible into shares of the
Company's common stock at a conversion price of $0.40 per share. The notes are
due and payable on August 20, 2021 and are unsecured. On August 20, 2021 the
Company will collectively pay $30,000 in interest to the note holders. As
further consideration for purchasing the notes, the Company issued a total of
30,000 shares of its restricted common stock to the note holders.
ITEM 3.02. Unregistered Sale of Equity Securities.
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with issuance of the notes described in
Item 2.03 of this report. The persons who acquired the notes were sophisticated
investors and were provided full information regarding the Company's business
and operations. There was no general solicitation in connection with the
issuance of the notes. The persons who acquired the notes acquired them for
their own accounts.
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