What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-01-19 compared with 2019-02-01 · 61 added, 16 removed, 7 unchanged (92% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities and Use of

During the nine-months ended November 30,

2019, we issued 1,383,015 shares of common stock for cash proceeds of $295,354.

Defaults Upon Senior Securities.

of the date of this filing, Robert Kopple, the Company’s former Vice Chairman of the Board, is the only significant unsecured

note holder that has not agreed to restructure his debt.

Kopple claims to be owed approximately $5.4 million plus interest

and approximately 22 million warrants on terms significantly preferable to other similarly-situated unsecured creditors.

Kopple has not accepted the Company’s multiple offers to restructure his debt.

The Company is presently engaged in a

dispute with Mr.

Kopple relating to the debt and securities which Mr.

Kopple claims to be owed to him and his affiliates by the

As of the date of this filing, Robert Kopple,

the Company’s Vice Chairman of the Board, is the only significant unsecured note holder that has not agreed to restructure

Kopple claims to be owed approximately $5.3 million plus interest and approximately 3.14 million warrants on terms

significantly preferable to other similarly-situated unsecured creditors.

Kopple has not accepted the Company’s

multiple offers to restructure his debt.

The Company is presently engaged in a dispute with Mr.

Kopple relating to the debt and

securities which Mr.

Kopple claims to be owed to him and his affiliates by the Company.

See, “Note 3 –

2 unchanged sentences

Related Parties Transactions”

Company’s condensed financial statements and “Liquidity and Capital Resources”

to the Company’s condensed financial statements and “Liquidity

and Capital Resources”

in “Item 2.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations”

elsewhere in this quarterly report on Form 10-Q

for additional information regarding amounts that may be owed under the Company’s notes payable and the recent restructuring

of certain Company debt.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations”

elsewhere in this quarterly report on Form 10-Q for additional information regarding amounts that may be owed

under the Company’s notes payable and the recent restructuring of certain Company debt.

In June 2014, we entered into a Financing

Letter of Agreement (the “June 2014 Agreement”) with two affiliate entities of Mr.

Kopple, KF Business Ventures and

the Kopple Family Partnership (the “Additional Kopple Parties”), pursuant to which the Additional Kopple Parties loaned

us an additional $1,000,000 (the “June 2014 Loan”).

In connection with the June 2014 Loan, Mr.

Kopple also added $202,205

in penalties and accrued interest, credited us with $200,000 for amounts previously repaid by us and consolidated several earlier

advances into a single new note (the “June 2014 Kopple Note”) in the principal amount of $2,715,2067 and bearing simple

interest at a rate of 10% per annum.

We were also required to obtain a subordination agreement from the Breslow Parties in favor

of the Kopple Parties with respect to the June 2014 Kopple Note.

Pursuant to the June 2014 Agreement,

the Kopple Parties also placed various restrictions on our ability to raise additional capital, hire qualified personnel and pay

certain expenses without his prior approval for so long as the principal amount of his note remained outstanding.

The June 2014

Kopple Note also required us to issue Mr.

Kopple a stock purchase warrant (the “June 2014 Kopple Warrant”) to purchase

approximately 771,000 shares of our common stock at an exercise price of $0.70 per share, to be exercisable for seven years.

Additionally,

if we borrowed funds, issued capital stock or rights to acquire or convert into capital stock, or granted rights in respect to

territories to any person for cash consideration of more than $5 million in the aggregate after the date of the June 2014 Kopple

Note, we would be required to pay the entire amount of such cash consideration in excess of $5 million as a mandatory prepayment

of the June 2014 Kopple Note.

Additionally, Mr.

Kopple required a default provision providing that in the event that the entire

outstanding balance of the June 2014 Kopple Note was not paid in full prior to October 1, 2014, then for each consecutive calendar

month during the period beginning October 1, 2014 and ending March 31, 2015, we would issue to Mr.

Kopple additional stock purchase

warrants, each to purchase 416,458 shares of our common stock, up to a maximum aggregate of approximately 2.5 million shares of

our common stock, at $0.70 per share (the “Kopple Penalty Warrants”), the Kopple Penalty Warranties to be exercisable

for seven years from the time of their respective issuances.

In addition to the Kopple Penalty Warrants, the default provision

under the June 2014 Kopple Note provides for a 5% late charge on the total amount due plus 15% per year interest.

repaid the Kopple Parties for the amounts loaned to us.

Additionally, we have not issued any of the Kopple Penalty Warrants and

management believes that Mr.

Kopple is not entitled to receive them.

We have also cancelled the June 2014 Kopple Warrant.

We consider the transactions described above with Mr.

to be related party transactions.

Mine Safety Disclosures

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 2. Unregistered Sales of Equity Securities