Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
During the six months ended October 31,
2020, we issued an aggregate of 500,000 unregistered shares of common stock to one of our directors as disclosed in this Report.
The non-cash expense for this share issuance totaled $5,250.
During the six months ended October 31,
2020, we issued an aggregate of 500,000 stock options to one of our directors pursuant to his DLA. The non-cash expense for this
stock option totaled $2,943.
During the six months ended October 31,
2020, we issued an aggregate of 500,000 unregistered shares of common stock to an independent contractor pursuant to his professional
services agreements. The non-cash expense for these share issuances totaled $8,500.
During the six months ended
October 31, 2020, we issued four Common Stock Purchase Warrants to Aeon for Block Trades transactions. The warrants provide Aeon
the right to purchase 22,933,333 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 $110,000. The warrants have a cashless exercise feature.
All such securities were issued without
registration under the Securities Act 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.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Not applicable.
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