Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
During the three months ended July 31,
2020, we issued an aggregate of 1.5 million unregistered shares of common stock to three of our directors as disclosed in this
Report. The non-cash expense for these share issuances totaled $7,029.
During the three months ended July 31,
2020, we issued an aggregate of 1.5 million stock options to three of our directors pursuant to their DLAs. The non-cash expense
for stock options totaled $19,201.
During the three months ended July 31,
2020, we issued an aggregate of 1 million unregistered shares of common stock to four independent contractors pursuant to their
professional services agreements. The non-cash expense for these share issuances totaled $4,199.
During the three months ended July 31,
2020, we issued four Common Stock Purchase Warrants to Aeon for Block Trades transactions. The warrants provide Aeon the right
to purchase 11,433,333 shares of common stock based upon these Block Trades pursuant to the Aeon Engagement Agreement. We classified
these warrants as equity. The warrants have a term of five years with an exercise price of approximately $0.01 per warrant share.
Using the Black-Scholes-Merton option pricing model, we determined the aggregate value of these warrants to be approximately $67,000.
The warrants have a cashless exercise feature.
All such securities were issued without
registration under the Securities Act of 1933, as amended, in reliance upon the exemption afforded by Section 4(a)(2) of that Act
based on the limited number of investors, the sophistication of the individuals involved and the use of restrictive legends on
the securities issued to prevent a public distribution of the relevant securities. No underwriters were involved in any of these
issuances.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Not applicable.
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