ITEM
3.02—UNREGISTERED SALES OF EQUITY SECURITIES
Between
July 25 and August 16, 2016, Green EnviroTech Holdings Corp. (the “Company”) issued an aggregate of 1,920,721 shares
of the Company’s common stock to H.E. Capital, S.A., and its assignees upon their conversion of a total of $152,905 of certain
convertible promissory notes issued by the Company. The promissory notes were originally issued to H.E. Capital, which had a long-standing
relationship with the Company. H.E. Capital transferred portions of those notes in private transactions. These securities were
issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving
any public offering. No general solicitation was used.
Effective
as of August 1, 2016, the Company issued warrants to purchase 1,250,000 shares of the Company’s common stock to H.E. Capital,
S.A., as additional consideration for H.E. Capital’s agreement to extend an additional $400,000 of working capital under
the line of credit agreement between H.E. Capital and the Company. These warrants are fully vested, have an exercise price of
$0.10 per share, and expire on December 31, 2019. These warrants were issued following arm’s-length negotiations between
the Company and the recipient, and no general solicitation was used. These securities were issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving any public offering.
Effective
as of August 1, 2016, the Company issued warrants to purchase an aggregate of 3,375,000 shares of the Company’s common stock
to a total of four individuals and entities for services. This included warrants to purchase 1,000,000 shares issued to Gary De
Laurentiis for his service as a director in 2016. These warrants are fully vested, have an exercise price of $0.10 per share,
and expire on December 31, 2019. These warrants were issued following arm’s-length negotiations between the Company and
the recipients, and no general solicitation was used. These securities were issued in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933 as not involving any public offering.
Effective
as of August 1, 2016, the Company issued warrants to purchase an aggregate of 3,840,000 shares of the Company’s common stock
to a total of five current and former employees and consultants for an aggregate of $2,024,059 in accrued and unpaid salary. This
included warrants to purchase 600,000 shares issued to Gary De Laurentiis for $417,000 in accrued, but unpaid salary. These warrants
are fully vested, have an exercise price of $0.10 per share, and expire on December 31, 2019. These warrants were issued following
arm’s-length negotiations between the Company and the recipients, and no general solicitation was used. These securities
were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as not involving
any public offering.
Effective
as of August 15, 2016, the Company issued 125,000 shares of the Company’s common stock and warrants to purchase an additional
50,000 shares of the Company’s common stock to one entity in connection with an Investor and Public Relations Consulting
Agreement. The warrants are fully vested, have an exercise price of $0.50 per share, and expire on August 15, 2019. These securities
were issued following arm’s-length negotiations between the Company and the recipient, and no general solicitation was used.
These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act
of 1933 as not involving any public offering.