What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-07-15 compared with 2021-01-19 · 56 added, 58 removed, 16 unchanged (88% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

the nine-months ended November 30, 2020, we issued 8,117,638 shares of common stock for cash proceeds of $1,220,000.

the three-months ended May 31, 2021, we issued 1,865,333 shares of common stock for cash proceeds of $283,000.

Defaults Upon Senior Securities.

of the date of this filing, Robert Kopple, our former Vice Chairman of the Board, is the only significant unsecured note holder

that has not executed formal agreements regarding the restructure of his debt.

Kopple claims that he and his affiliates are

owed approximately $10.9 million (representing approximately $5.4 million loaned to the Company over the course of 2013 to 2016;

approximately $170,000 Mr.

of the date of this filing, Robert Kopple, our former Vice Chairman of the Board, is the only significant unsecured note holder that

has not executed formal agreements regarding the restructure of his debt.

Kopple claims that he and his affiliates are owed approximately

$11.5 million (representing approximately $5.4 million loaned to the Company over the course of 2013 to 2016;

approximately $170,000

Kopple claims to have advanced or paid to third parties on Aura’s behalf;

and approximately $5.3

Kopple claims to be owed for interest, loan fees and late payment fees) on terms significantly preferable to other

similarly situated unsecured creditors as well as warrants to purchase approximately 3.3 million shares of our common stock.

and approximately $5.9 million Mr.

Kopple claims

to be owed for interest, loan fees and late payment fees) on terms significantly preferable to other similarly situated unsecured creditors

as well as warrants to purchase approximately 3.3 million shares of our common stock.

We dispute Mr.

Kopple’s claims and we are currently in a legal dispute regarding these claims.

Kopple’s claims and we are

currently in a legal dispute regarding these claims.

See “Item 1.

Proceedings”

included elsewhere in this Quarterly Report on Form 10-Q for information regarding the dispute with Mr.

regarding these transactions as well as “Note 3 –

Legal Proceedings”

included elsewhere in this Quarterly

Report on Form 10-Q for information regarding the dispute with Mr.

Kopple regarding these transactions as well as “Note 3 –

Notes Payable”

1 unchanged sentence

Related Parties Transactions”

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

in “Item 2 and 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.

Kopple has not accepted our numerous offers to settle this debt and continues to demand that as part

of any such resolution, he receive unilateral control over significant aspects of the Company’s financial and management

functions such as, but not limited to, the right to unilaterally direct the Company’s ordinary business expenditures and

requiring the Company to seek his approval for the hiring of nearly all personnel, all to the exclusion of the Company’s

management team and stockholder-elected Board of Directors.

to the Company’s condensed financial statements,

“Liquidity and Capital Resources”

in “Item 2 and 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.

Kopple has not accepted our

numerous offers to settle this debt and continues to demand that as part of any such resolution, he receive unilateral control over significant

aspects of the Company’s financial and management functions such as, but not limited to, the right to unilaterally direct the Company’s

ordinary business expenditures and requiring the Company to seek his approval for the hiring of nearly all personnel, all to the exclusion

of the Company’s management team and stockholder-elected Board of Directors.

The Company believes that allowing Mr.

Kopple such level of operational

control over the Company without any accountability would be highly detrimental to the Company and is incompatible with the Board

of Directors’

level of operational control over the Company without any accountability would be highly detrimental to the Company and is incompatible

with the Board of Directors’

duties to shareholders and creditors as a whole.

June 2014, we entered into a Financing Letter of Agreement (the “June 2014 Agreement”) with two affiliate entities

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 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.

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

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.

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.

also added $202,205 in penalties and accrued interest, credited us with $200,000 for amounts previously repaid by us and 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.

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.

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

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

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.

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

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.

We have not repaid the Kopple Parties in full for the amounts loaned to us.

Additionally, we have not issued

any of the Kopple Penalty Warrants and management believes that Mr.

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.

also cancelled the June 2014 Kopple Warrant.

consider the transactions described above with Mr.

2 unchanged sentences

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

Item 2. Unregistered Sales of Equity Securities