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March 5, 2021, the Company entered into a Note Purchase Agreement by and between the Company and one individual accredited investor (the
−Removed: “Noteholder”) where the Company sold a convertible promissory note with a principal amount of $350,000 (the “March
−Removed: 2021 Note”).
+Added: “Noteholder”) where the Company sold a convertible promissory note with a principal amount of $350,000 (the “March
The Noteholder has an optional right of conversion such that the Noteholder may elect to convert his Note, in whole
−Removed: or in part, outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s common stock
+Added: or in part, outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s common stock
as determined by dividing the indebtedness under the March 2021 Note by a price equal to the lesser of (a) $1.50 per share, and (b) a
30% discount to the price of the common stock in the qualified transaction, subject to certain adjustments.
−Removed: Following an event of
−Removed: default, the conversion price will be adjusted to be equal to the lower of:
−Removed: (i) the then applicable conversion price or (ii) the price
−Removed: per share of 85% of the lowest traded price for the Company’s common stock during the 15 trading days preceding the relevant conversion.
+Added: Following an event of default,
+Added: the conversion price will be adjusted to be equal to the lower of:
+Added: (i) the then applicable conversion price or (ii) the price per share
+Added: of 85% of the lowest traded price for the Company’s common stock during the 15 trading days preceding the relevant conversion.
In addition, subject to the ownership limitations, if a qualified transaction is completed, without further action from the Noteholder,
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transaction, which price shall be proportionately adjusted for stock splits, stock dividends or similar events.
−Removed: A “qualified transaction”
−Removed: refers the completion of the public offering of the Company’s securities stock with gross proceeds of at least $10,000,000 pursuant
−Removed: to which the Company’s securities become registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended,
+Added: A “qualified transaction”
+Added: refers the completion of the public offering of the Company’s securities stock with gross proceeds of at least $10,000,000 pursuant
+Added: to which the Company’s securities become registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended,
or a merger with a company listed on the Nasdaq or Canadian stock exchanges, as amended.
−Removed: The Company’s issuance of the March
−Removed: 2021 Note was made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”),
+Added: The Company’s issuance of the March 2021
+Added: Note was made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”),
in reliance on Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
+Added: On May 27, 2021,
+Added: 100,00 common shares were issued for the convertible debt for a value of $350,000, at conversion rate of $3.50.
+Added: On May 20, 2021, the
+Added: Company issued an aggregate of 29,800 common stock upon the conversion of $29,800 of its convertible debt, at the conversion rate of
+Added: $1.00 per share.
+Added: on May 27, 2021, 897,231 common shares were issued for convertible debt, for a value of $1,156,377, at a weighted average
+Added: conversion rate of $1.28
+Added: June 10, 2021, the Company issued 1,000 shares of common stock, for the exercise of 1,000 warrants, at an exercise price of $5.00, for
+Added: cash consideration of $5,000.
+Added: These shares were issued in
+Added: reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was
+Added: no general solicitation, and the transaction did not involve a public offering.
DEFAULTS UPON SENIOR SECURITIES
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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.