Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On
June 1, 2021, the registrant completed a private placement of 16,666,666 shares of its common stock at $0.36 per share, resulting in
gross proceeds of $6,000,000. In addition, holders of debt converted a total of $399,000 in principal and $234,410 in interest
into 1,741,873 shares of common stock.
The
registrant relied upon the exemption from registration contained in Rule 506(b) and Section 4(a)(2) of the Securities Act, and corresponding
provisions of state securities laws, on the basis that (i) offers were made to a limited number of prospective investors and existing
debt holders, (ii) each offer was made through direct communication with the offerees by the registrant, (iii) each of the offerees had
the requisite sophistication and financial ability to bear risks of investing in the registrant’s common stock, (iv) the registrant
provided extensive disclosure to the offerees, and (v) there was no general solicitation and no commission or remuneration was paid in
connection with the offers.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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