Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During
the three months ended June 30, 2021, the Company entered into subscription agreements for the sale of an aggregate of 4,173 shares of
Series G convertible preferred stock for aggregate gross proceeds of $4,173,000. The Series G Preferred Stock have no voting rights and
shall convert into shares of common stock on a fully diluted basis upon Shareholder Approval. The Series G Preferred Stock was issued
but not converted to common shares as of the date of this report.
The
Series G Preferred Stock sold was not registered under the Securities Act or the securities laws of any state, and were offered and sold
in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder
and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The
investors in such securities are each an “accredited investor” as such term is defined in Regulation D promulgated under
the Securities Act.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
No
report required.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No
report required.
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