Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On
August 15, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 4,967 shares of Series I Convertible
Preferred Stock, at $3.02 per share, resulting in gross proceeds to the Company of $15,000.
On
August 31, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 24,834 shares of Series I
Convertible Preferred Stock, at $3.02 per share, resulting in gross proceeds to the Company of $75,000.
In
the second quarter of 2024, the Company issued 42,709 shares of common stock to a service provider as partial compensation for development
work related to Compass.TV, the Company’s FAST channel.
On
September 19, 2024, the Company issued 32,786 shares of common stock to Alumni Capital as commitment shares related to its $10 million
equity line of credit.
October
1, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 66,225 shares of Series I Convertible
Preferred Stock, at $3.02 per share, resulting in gross proceeds to the Company of $200,000.
On
October 25, 2024, the Company issued 8,065 shares of common stock to Five Star Alliance LLC in connection with executing a non-binding
letter of intent as a deposit towards a potential acquisition.
On
December 16, 2024, the Company issued 28,281 common shares to Out of the Box Capital Inc. in connection with investor relations services.
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On
December 31, 2024, the Company entered into a securities purchase agreement (the “Series J Purchase Agreement”) with certain
accredited investors (the “Purchasers”), pursuant to which the Company issued and sold an aggregate of 297,788 restricted
shares of newly designated Series J Nonvoting Convertible Preferred Stock of the Company (the “Series J Preferred”), (the
“Series J Offering”) at a purchase price of $3.02 per share.
On
December 31, 2024, the Company issued 60,595 shares of its newly designated Series K Convertible Preferred Stock at $3.02 per share to
investors as prepaid interest in connection with two bridge loans.
On
December 31, 2024, the Company issued 165,562 and 413,907 shares of its newly designated Series L Convertible Preferred Stock at $3.02
per share to Messrs. Kerby and Monaco, respectively, in connection with their conversion of promissory notes.
On
December 31, 2024, the Company issued 133,278 shares of its newly designated Series M Convertible Preferred Stock at $3.02 per share
to an investor in connection with the conversion of promissory notes.
The
aforementioned securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or
any state securities laws, and were issued to the respective recipients in transactions exempt from registration under the Securities
Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated
thereunder. Accordingly, the securities constitute “restricted securities” within the meaning of Rule 144 under the Securities
Act.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
Not
applicable.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
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