Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
The
following information represents securities sold by the Company during the period covered by this Quarterly Report, and the subsequent
period, which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new issues, securities
issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities.
All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted.
● On
August 7, 2023, the Company issued 6,883,399 shares of its Common Stock upon the cashless
exercise of a Warrant.
● On
August 15, 2023, the Company issued 3,299,293 shares of its Common Stock upon the cashless
exercise of a Warrant.
● On
August 23, 2023, the Company issued 10,000,000 shares of its Common Stock upon the mandatory
exchange of the 50,000 Series A preferred shares, which Series A shares were then returned
to treasury as authorized and unissued shares.
● On
September 11, 2023, the Company issued 1,010,402 shares of its Common Stock to the holder
of a note previously issued by the Company in the original principal amount of $100,000.
The shares were issued in connection with the agreement of the holder to extend the maturity
date of note.
● On
September 22, 2023, the Company issued a total of 15,624,824 shares of its Common Stock to
each of the five holders (the “ Holders ”) of convertible notes previously
issued by the Company in the original cumulative principal amount of $1,550,000. The shares
were issued in connection with the agreement of each of the Holders to extend the time by
which each can voluntarily convert its respective Note into shares of Common Stock.
● On
September 22, 2023, the Company issued a total of 4,546,809 shares of its Common Stock to
each of two purchasers of convertible notes issued by the Company in the original cumulative
principal amount of $450,000. The shares were issued as additional consideration for the
notes.
● On
September 22, 2023, the Company issued 8,500,000 shares of its Common Stock to a lender which
provided $100,000 in net proceeds in exchange for a $125,000 short-term note issued by the
Company ($25,000 of original issue discount). The shares were issued as additional consideration
for the loan.
● On
October 20, 2023, the Company issued 9,210,526 shares of its Common Stock upon the exercise
of a Warrant, in exchange for the payment of $35,000.
● On
October 20, 2023, the Company issued 525,000 shares of its common stock as compensation for
services rendered by an independent consultant.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.