Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: the quarter ended September 30, 2023, the Company issued 102,011 shares of common stock for services valued at $178,000.
−Removed: relied upon the exemption from registration contained in Rule 506(b) and Section 4(a)(2) of the Securities Act, and corresponding provisions
−Removed: of state securities laws, on the basis that (i) offers were made to a limited number of persons, (ii) each offer was made through direct
−Removed: communication with the offerees by the Company, (iii) each of the offerees, which included an officer and two directors of the Company,
−Removed: had the requisite sophistication and financial ability to bear risks of investing in the Company’s common stock, (iv) the Company
−Removed: provided disclosure to the offerees, and (v) there was no general solicitation and no commission or remuneration was paid in connection
−Removed: with the offers.
+Added: the quarter ended March 31, 2024, the Company issued 51,723 shares of common stock for services valued at $75,000.
+Added: On March 27 and 29,
+Added: 2024, the Company drew down $71,000 and $65,000, respectively, in convertible debt and immediately converted a total of $136,000 of principal
+Added: into 124,208 shares of common stock.
+Added: Company relied upon the exemption from registration contained in Rule 506(b) and Section 4(a)(2) of the Securities Act, and corresponding
+Added: provisions of state securities laws, on the basis that (i) offers were made to a limited number of persons, including prospective investors
+Added: and existing debt holders, (ii) each offer was made through direct communication with the offerees by the Company, (iii) each of the
+Added: offerees, which included three directors of the Company, had the requisite sophistication and financial ability to bear risks of investing
+Added: in the Company’s common stock, (iv) the Company provided disclosure to the offerees, and (v) there was no general solicitation
+Added: and no commission or remuneration was paid in connection with the offers.
Defaults Upon Senior Securities.
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