Unregistered Sales of Equity Securities and Use Of Proceeds
−Removed: the three months ended March 31, 2020, we issued the following securities in transactions not involving any public offering.
−Removed: each of the following transactions, we relied upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
−Removed: Act”) as transactions by an issuer not involving any public offering or Section 3(a)(9) of the Securities Act as a security
−Removed: exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given
−Removed: directly or indirectly for soliciting such exchange.
−Removed: For each such transaction, we did not use general solicitation or advertising
−Removed: to market the securities, the securities were offered to a limited number of persons, the investors had access to information
−Removed: regarding us (including information contained in our Annual Report on Form 10-K for the year ended December 31, 2018, our Quarterly
−Removed: Report on Form 10-Q for the period ended September 30, 2019, Current Reports on Form 8-K filed with the Securities and Exchange
−Removed: Commission, and press releases made by us), and we were available to answer questions by prospective investors.
−Removed: We reasonably
−Removed: believe that each of the investors is an accredited investor.
−Removed: The proceeds were used to reduce our working capital deficiency
−Removed: and for other corporate purposes.
−Removed: Consideration (1)
−Removed: value of the non-cash consideration was eliminated to be the fair value of our restricted common stock.
−Removed: Since our shares are
−Removed: thinly traded in the open market, the fair value of our equity instruments was estimated based on observations of the cash
−Removed: sale prices of both restricted shares and freely tradeable shares.
−Removed: in connection with the exchange of convertible notes payable.
+Added: the three months ended September 30, 2020, there were no issuances of equity securities during the period covered by this Report
+Added: that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the
Defaults upon Senior Securities
1 unchanged sentence
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