Item 2. Unregistered Sales of Equity Securities
ITEM
2 Unregistered Sales of Equity Securities and Use of Proceeds
In
addition to those unregistered securities previously disclosed in reports filed with the Securities and Exchange Commission, we have
issued securities without registration under the Securities Act of 1933 (the “Securities Act”), as described below.
Name
or Class of Investor
Date
of Issuance
No.
of Securities(1)
Reason
for Issuance (2)
Investor
Relations
January
2021
40,000
Investor
Relation Services
Consultant
February
2021
65,790
Staking
Solution Services
Series
C-1 Holder
March
2021
19,610
Conversion
of Series C-1 Preferred Stock
Legal
Counsel
April
2021
4,855
In lieu of cash payment for legal services
Digital
Analytics Consultant
April
2021
1,364
Digital
Analytics Services
Series
C-2 Holders (Related party)
September
2021
4,011,766
Conversion
of Series C-2 Preferred Stock
(1)
Approximate
as a result of rounding for Reverse Split. Represents shares of common stock.
(2)
Unless
otherwise noted, exempt under Section 4(a)(2) of the Securities Act and Regulation 506(b) thereunder. The securities were issued
to accredited investors and there was no general solicitation. The conversion of the Series C-1 was exempt under Section 3(a)(9)
of the Securities Act.
ITEM
3 Defaults Upon Senior Securities
None.
ITEM
4 Mine Safety Disclosures
Not
applicable.
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