Driveitaway Holdings, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Common Stock On April 20, 2022, the Company issued 88,085,681 shares of common stock as a result of the conversion of all outstanding shares of Series A Preferred Stock. 9 The securities in the foregoing transaction issued in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities Act for securities solely in exchange for other securities of the issuer. Unit Offering In June 2022, the Company’s board of directors approved an offering of up to 10 Units in a private offering at $50,000 per Unit. Each Unit consists of a secured convertible note with an original principal balance of $50,000 and one warrant to purchase common stock for every $2 invested in the offering. The warrants have an exercise price of $0.30 per share and expire five (5) years from the date of issuance. Each secured convertible note bears interest at 15% per annum, matures two years after the date of issuance, and is convertible at the option of the holder into common stock at $0.20 per share. During June 2022, the Company sold a total of five Units for $250,000 to two accredited investors, which resulted in the issuance of two secured promissory notes with aggregate principal amount of $250,000, and the issuance of 125,000 warrants . 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.