What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-05-17 compared with 2020-11-16 · 26 added, 9 removed, 7 unchanged (83% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

From July 30, 2020 through August 14,

2020, the Company entered into Securities Purchase Agreements with certain accredited investors whereby we sold 6,585,000 shares

of our common stock at a price per share equal to $0.06 for an aggregate purchase price of $395,100.

Proceeds from this private

placement are expected to be used for working capital, new product development and testing, and general business operations.

of the shares issued and sold described above were not registered under the Securities Act of 1933, as amended (the “Securities

Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under

the Securities Act, provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act.

On March 11, 2021, the Company entered into

a securities purchase agreement (the “Auctus Purchase Agreement”) with Auctus Fund, LLC, a Delaware limited liability company

(“Auctus”), pursuant to which the Company issued to Auctus a senior secured convertible promissory note in the principal amount

of $1,500,000 (the “Auctus Note”).

The net proceeds received by the Company were $1,337,000 after deducting fees and expenses

related to the transaction.

In connection with the issuance of the Auctus Note and Auctus Purchase Agreement, Auctus was also issued two

five-year warrants as follows:

the first warrant was to purchase up to an aggregate of 6,000,000 shares of the Company’s common

stock at an exercise price of $0.125 per share (the “First Auctus Warrant”) and the second warrant was to purchase up to an

aggregate of 5,000,000 shares of the Company’s common stock at an exercise price of $0.15 per share (the “Second Auctus Warrant”).

The First Auctus Warrant and the Second Auctus Warrant are referred to herein as the “Auctus Warrants”.

On January 19, 2021, the Company entered

into a Securities Purchase Agreement, (the “2021 Purchase Agreement”) pursuant to which the Company issued the following (i) $15,000

Secured Convertible Promissory Note which was convertible into shares of the Company’s common stock at a price per share of $0.03.

The notes were due on or before March 19, 2021 and fully-repaid (including all accrued but unpaid interest) on March 14, 2021.

From January 27, 2021 through March 1,

2021, the Company entered into Securities Purchase Agreements with certain accredited investors whereby we sold 3,563,000 shares of our

common stock at a price per share equal to $0.08 for an aggregate purchase price of $285,000.

Proceeds from this private placement are

expected to be used for working capital, new product development and testing, and general business operations.

All of the shares issued and sold (including those

underlying the Auctus Note and Auctus Warrants) described above were not registered under the Securities Act of 1933, as amended (the

“Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration

under the Securities Act, provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act.

Each investor

5 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