Driveitaway Holdings, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Common Stock and Treasury Stock On February 24, 2022, the Company recognized the equity of DIA Holdings as part of the reorganization which resulted in the Company recognizing the issuance of 13,716,041 shares of common stock and 15,100 shares of treasury stock. On February 24, 2022, the Company issued 4,000,000 shares of common stock as a commitment fee in conjunction with the issuance of promissory note of $750,000. Preferred Stock On February 24, 2022, the Company issued 2,464,784 shares of Series A preferred stock to acquire all of the issued and outstanding common stock of DIA pursuant to the Share Exchange. In March 2022, the Company issued an additional 129,809 shares of Series A preferred stock to acquire an equal number of shares of common stock issued by DriveItAway, Inc., its wholly-owned subsidiary, upon the conversion of certain notes previously issued by DriveItAway, Inc. Each share of Series A preferred stock is convertible into 33.94971 shares of common stock. Warrants On February 24, 2022, the Company issued 1,000,000 warrants in conjunction with the issuance of the promissory note to AJB Capital Investments, LLC. The warrants have an exercise price of $0.30 per share and expire five (5) years from the date of issuance. The securities in the transactions described above were sold or issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act for transactions not involving any public offering. All certificates evidencing the shares sold or issued bore a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith. The proceeds from these sales were used for general corporate purposes. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.