Zeo ScientifiX, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds We issued the following securities during the three months ended January 31, 2021 and through the date of this Quarterly Report on Form 10-Q: 1. During November 2020, the Company sold 800,000 shares of common stock to an “accredited investor”, at $0.05 per share, for an aggregate purchase price of $40,000. The proceeds were used for working capital. 2. During February 2021, the Company sold an aggregate of 12,340,910 shares of common stock to five “accredited investors”, at prices ranging from $0.05 per share to $0.06 per share for an aggregate purchase price of $665,000. The proceeds were used for working capital. 3. On February 22, 2021, the Company sold 1,818,181 shares of common stock to Republic Asset Holdings LLC., a limited liability company controlled by Michael Carbonara, a director of the Company, at $0.055 per share for an aggregate purchase price of $100,000. The proceeds were used for working capital. None of the above issuances involved any underwriters, underwriting discounts or commissions, or any public offering and we believe were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) and Regulation D promulgated thereunder due to the fact that there was no solicitation or advertising and the did not involve a public offering of securities. 29 Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.