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The following is a report of the sales of unregistered securities during the period covered by this report not previously reported in an annual report on Form 10-K, a Quarterly Report on Form 10-Q, or a Current Report on Form 8-K.
−Removed: In the three months ended September 30, 2020, we issued 24,776,554 shares of our common stock in conversion of principal and interest due on convertible promissory notes in the principal amount of $2,286,000.
−Removed: In the three months ended September 30, 2020, we received gross and net proceeds of $125,000 and issued 746,528 shares of our common stock pursuant to a Unit Offering whereby we accepted investments and issued units consisting of shares of common stock, a six-month stock purchase warrant, and a five-year stock purchase warrant, at unit prices of $0.16 and $0.18.
−Removed: The number of shares issued to each investor, and purchasable by each warrant, is the quotient of the unit price and investment amount.
−Removed: The exercise price of each six-month warrant is 120% of the unit price, and for the six-month warrant, 150% of the unit price.
−Removed: So long as 18 months has passed and the warrant shares are not registered with the SEC, the warrants allow for cashless exercise.
−Removed: In the three months ended September 30, 2020, we issued 189,762 shares of our common stock to vendors in exchange for reduction of $28,000 of amounts owed.
+Added: During the three months ended March 31, 2021, pursuant to an offering commenced in May 2020 (the “2020 Unit Offering”), we sold 875,000 shares of our common stock and received $105,000 in gross and net proceeds from three accredited investors.
+Added: In addition to the shares, we issued each investor a six-month and a five-year warrant to purchase an aggregate 875,000 additional shares.
+Added: On March 31, 2021, we issued 137,364 shares of our common stock at $0.23 per share in lieu of $31,000 of accrued and unpaid salary to our officers.
+Added: On March 31, 2021, we issued 610,123 shares of our common stock at $0.23 per share in lieu of $81,000 of accrued and unpaid obligations to consultants.
+Added: During the three months ended March 31, 2019, we issued options to purchase an aggregate 213,253 shares of our common stock at $0.23 per share to vendors in lieu of cash for unpaid obligations totaling $37,000.
All of these offerings and sales were made in reliance on the exemption from registration contained in Section 4(2) of the Securities Exchange Act and/or Regulation D promulgated thereunder as not involving a public offering of securities.
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.