Item 2. Unregistered Sales of Equity Securities
ITEM
2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
June 1, 2021, we issued 25,000 shares of our common stock at a deemed price of $5.00 per share to one individual pursuant to a
consulting agreement. We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section
4(a)(2) of the Securities Act for the issuance of the shares to the individual who is a U.S. person.
On
July 13, 2021, we issued 568,900 shares of our common stock at a price of $5.00 per share to 17 individuals and 2 entities pursuant
to the closing of a private placement offering. We relied upon the exemption from registration under the Securities Act provided
by Rule 903 of Regulation S promulgated under the Securities Act to the 17 individuals and 2 entities that are all non-U.S. persons
as the shares were issued to the investors through offshore transactions which was negotiated and consummated outside of the United
States.
On
July 13, 2021, we issued 45,000 shares of our common stock at $2.00 per share pursuant to the exercise of outstanding warrants
to 2 individuals. We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2)
of the Securities Act for the issuance of the shares to the 2 individuals who are U.S. persons.
On
July 13, 2021, we issued 60,000 shares of our common stock at $3.00 per share pursuant to the exercise of outstanding warrants
to one individual. We relied upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation
S promulgated under the Securities Act to the one individual that is a non-U.S. person as the shares were issued to the individual
through an offshore transaction which was negotiated and consummated outside of the United States.
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Table of Contents
On
July 13, 2021, we issued 5,000 shares of our common stock at a deemed price of $2.00 per share to one individual pursuant to a
consulting agreement. We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section
4(a)(2) of the Securities Act for the issuance of the shares to the individual who is a U.S. person.
On
July 13, 2021, we issued 25,000 shares of our common stock at a deemed price of $5.00 per share to one individual pursuant to
a consulting agreement. We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) or Section
4(a)(2) of the Securities Act for the issuance of the shares to the individual who is a U.S. person.
On
August 16, 2021, we issued 218,000 shares of our common stock at a price of $2.50 per share and 700,000 shares of our common stock
at a price of $0.50 per share to one individual pursuant to the conversion of promissory notes in the aggregate amount of $895,000.
We relied upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under
the Securities Act to the one individual who is a non-U.S. person as the shares were issued to the individual through an offshore
transaction which was negotiated and consummated outside of the United States.
On
August 27, 2021, we issued 1,500,000 shares of our common stock at a price of $0.50 per share and 59,200 shares of our common
stock at a price of $5.00 per share to one individual pursuant to the conversion of promissory notes. We relied upon the exemption
from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act to the one
individual who is a non-U.S. person as the shares were issued to the individual through an offshore transaction which was negotiated
and consummated outside of the United States.
ITEM
3 – DEFAULTS UPON SENIOR SECURITIES
None
ITEM
4 – MINE SAFETY DISCLOSURES
Not
applicable
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