Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities
During
the quarter ended March 31, 2022 we issued 78,896 shares of common stock, under S-1 registration statement with GHS for a total of $134,755
in net proceeds and expensed $45,498 in legal and financing fees as a result.
On
February 21, 2022 we issued 375,875 shares of our common stock under our Reg A offering at $3.20 per share. These shares are unrestricted
and free trading.
38
During
April of 2022 we issued 122,891 shares of common stock, under S-1 registration statement with GHS for a total of $153,324 in net proceeds
and expensed $34,500 in legal and financing fees as a result.
On
September 21, 2022 MGW I converted $1,548,904 from the outstanding balance of their convertible note into 12,907,534 shares of company’s
common stock.
On
May 6, 2022 the Company entered into a Securities Purchase Agreement and a warrant agreement with Mast Hill, L.P. (Mast Hill”)
pursuant to which the Company issued to Mast Hill the Company issued Mast Hill a five-year warrant to purchase 234,375 shares of common
stock in connections with the transactions.
On
December 28, 2022 Mast Hill exercised their warrant in full on a cashless basis to purchase 100,446 shares of Common Stock.
On
December 27, 2021, we entered into a convertible note payable with Universal Scope Inc. for $650,000 with a maturity date of June 21,
2022 which accrues interest at the rate of 2% per annum. IThis note and accrued interest was converted into 277,604 of our common shares
on March 28, 2023.
On
March 1, 2023 First Fire exercised the warrant in full on a cashless basis to purchase 33,114 shares of common stock.
On
March 1, 2023 Pacific Pier exercised the warrant in full on a cashless basis to purchase 31,111 shares of common stock.
In
the second quarter of 2023, the Company issued 40,000 shares to a consultant at fair value of $72,000.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate
information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed
our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item
3. Defaults upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
Applicable.
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