What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2020-11-16 compared with 2020-08-13 · 42 added, 30 removed, 14 unchanged (84% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

following is a summary of all of the unregistered securities that the Company has sold from March 31, 2020 to June 30, 2020.

following is a summary of all of the unregistered securities that the Company has sold from July 1, 2020 to September 30,

of Stock, Convertible Notes and Warrants for Financing Purposes

2020 Common Stock Financing.

Between May 11, 2020 and June 8, 2020, the Company entered into

securities purchase agreements (the “Purchase Agreements”) with several investors (the “Investors”), one

of which was an entity affiliated with a director of the Company.

Pursuant to the Purchase Agreements, the Company issued (i) an

aggregate of 3,735,922 shares of common stock at a purchase price of $7.00 per share and (ii) warrants to purchase up to 100% of

the number of shares of common stock sold to such investors, up to an aggregate of 3,735,922 shares of common stock, at an exercise

price of $7.00 per share, for aggregate gross proceeds of $26,151,454.00.diluted

Private Placements.

March 31, 2020 and August 10, 2020, the Company issued convertible notes with a principal balance of approximately $2.1 million.

In connection with such notes, the Company issued (i) 55,000 shares of its common stock and (ii) warrants to purchase an aggregate

August 21, 2020 and September 29, 2020, the Company entered into securities purchase agreements (the “August Agreements”)

with several investors.

Pursuant to the August Agreements, the Company issued (i) an aggregate of 5,212,753 shares of common

stock at a purchase price of $9.25 per share and (ii) warrants to purchase up to 25% of the number of shares of common stock

sold to such investors, up to an aggregate of 1,303,186 shares of common stock, at an exercise price of $9.25 per share, for

aggregate proceeds of $48,217,965.25.

July 2, 2020, the Company entered into a Purchase Agreement with Credit Suisse Capital LLC, pursuant to which the Company

sold 2,162,163 shares of the Company’s common stock at a purchase price of $9.25 per share for an aggregate purchase

price of $20,000,007.75.

On September 29, 2020, the Company issued to Credit Suisse Capital LLC a warrant to purchase 540,000

shares of common stock at an exercise price of $9.25 per share.

January 1, 2020 and October 30, 2020, the Company issued convertible notes with a principal

balance of approximately $3.05 million.

In connection with such convertible notes, the

Company issued (i) 62,500 shares of its common stock, (ii) a warrant to purchase an aggregate

of 55,172 shares of its common stock at an initial exercise price of $9.00 per share,

March 30, 2020, the Company issued 142,118 warrants in connection with a $1.1 million convertible note.

The exercise price

is $7.74 with a 5-year term.

The Company received the proceeds from the convertible note on April 1, 2020 and will therefore

record the balance sheet impact of this warrant and convertible note on April 1, 2020.

March 31, 2020 and July 8, 2020, the Company raised an additional $477,694 through issuances

of an aggregate of 170,391 shares of its common stock in private placement transactions

to several investors.

Series D Financing and Redemption.

June 16, 2020, the Company redeemed 253,000 shares of Series D Convertible Preferred Stock for an aggregate price of $339,174.

and (iii) a warrant to purchase 142,118 shares of common stock (which, as of September

30, 2020, was amended to cover 359,475 shares) at an initial exercise price of $7.74

per share (which, as of September 30, 2020, was amended to $3.06 per share).

As of September

30, 2020, we are in negotiations with the holder of the warrant covering 55,172 shares

of common stock that may result in the reduction of the exercise price of such holder’s

outstanding warrant and a corresponding increase in the number of shares subject to the

Any such increase in the number of shares subject to the warrant would equal

no more than 1% of our fully-diluted shares following the offering.

of Stock for Business Acquisitions

of Unregistered Common Stock for Acquisition of PEC.

March 31, 2020 and July 8, 2020, the Company has issued 1,201,749 shares of its common stock in exchange for 14,222,975 shares

of its subsidiary PEC.

August 2018 and October 30, 2020, pursuant to the Evolution Share Exchange Agreement

(as described below) and related agreements, the Company has issued an aggregate of 5,980,217

shares of its common stock in exchange for 77,321,381 shares of PEC, its majority-owned

subsidiary as follows:

(i) between January 1, 2020 and October 30, 2020, the Company

has issued 2,753,819 shares of its common stock in exchange for 40,063,435 shares of

its subsidiary PEC;

(ii) during the year ended December 31, 2019, the Company issued

2,503,333 shares of its common stock in exchange for 19,756,548 shares of PEC;

during the year ended December 31, 2019, the Company issued 983,114 shares of its common

stock in exchange for 21,057,249 shares of PECs.

of Common Stock and Options for Services Provided

to Service Providers.

May 25, 2020, the Company issued to ARETE Wealth Management a warrant to purchase 275,000 shares of the Company’s common

stock with an initial exercise price of $5.00 per share.

of Stock Options.

From January 1, 2017 through June 30, 2020, the Company granted (i) options to purchase 16,667 shares

of common stock under the Company’s 2014 Plan at an exercise price of $28.20 per share and (ii) options to purchase

8,825,336 shares of common stock under the Company’s 2020 Plan with a weighted-average exercise price of $8.92 per share.

January 1, 2020 and October 30, 2020, the Company issued (i) to various service providers,

371,000 shares of its common stock in connection with consulting agreements for the provision

of services, (ii) to three individual consultants, an aggregate of 500,000 as bonus compensation,

and (iii) for the provision of financial advisory services, 55,000 shares of common stock

and a warrant to purchase 275,000 shares of common stock with an initial exercise price

of $5.00 per share

of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities