Item
15. Recent Sales of Unregistered Securities.
The
information below lists all of the securities sold by us during the past three years which were not registered under the Securities
Act:
On
October 31, 2014 and November 30, 2014, Moxian Shenzhen received RMB 630,000 (approximately $102,942) and RMB 90,000 (approximately
$14,486), respectively, as loans (the “MCL Shenzhen Loans”) from Moxian China Limited. The term of such loans is twelve
months and they bear no interest. On December 31, 2014, the Company, Moxian China Limited and Moxian Shenzhen entered into a Loan
Agreement, where the Company agreed to issue a convertible promissory note (the “Note”) to Moxian China Limited for
the repayment of the MCL Shenzhen Loans.
On
October 31, 2014 and November 30, 2014, Moxian Malaysia received a loan in the amount of MYR 118,800 (approximately $34,032) and
MYR 23,100 (approximately $6,605), respectively, from Moxian China Limited (the “MCL Malaysia Loans”). The term of
such loans is twelve months and they bear no interest. On December 31, 2014, the Company, Moxian China Limited and Moxian Malaysia
entered into a Loan Agreement, where the Company agreed to issue a Note to Moxian China Limited for the repayment of the MCL Malaysia
Loans.
On
November 30, 2014, Moxian HK received HKD $500,000 (approximately $64,437) as a loan from Moxian China Limited (the “MCL
HK Loan”). The term of such loan is twelve months and it bears no interest. On December 31, 2014, the Company, Moxian China
Limited and Moxian HK entered into a Loan Agreement, where the Company agreed to issue a Note to Moxian China Limited for the
repayment of the MCL HK Loan.
On
January 30, 2015, we issued a convertible note in the principal amount of $7,782,000 to REBL for the acquisitions of Moxian IP
Samoa and Moxian BVI.
On
May 30, 2015, the Company, Moxian HK, and Jet Key entered into an Amended and Restated Loan Agreement (“Moxian HK-Jet Key
Loan Agreement”) to document the total loan of $223,416 that Jet Key has advanced to Moxian HK in different tranches by
May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $223,416 (“Moxian
HK-Jet Key Note”) to Jet Key. Under the Moxian HK-Jet Key Note, all or any portion of the Moxian HK-Jet Key Note is convertible
into shares of Common Stock of the Company at the conversion price equal to the purchase price of the securities sold in the Qualified
Financing. If no Qualified Financing is consummated before the maturity date, Jet Key shall have the right to convert any and
all of the Moxian HK-Jet Key Note into shares of Common Stock of the Company at the 20 day trading VWAP as reported by Bloomberg,
L.P.
On
May 30, 2015, the Company, Moxian HK, and Ace Keen entered into an Amended and Restated Loan Agreement (“Moxian HK-Ace Keen
Loan Agreement”) to document the total loan of $761,379 that Ace Keen has advanced to Moxian HK in different tranches by
May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $761,379 (“Moxian
HK-Ace Keen Note”) to Ace Keen. Under the Moxian HK-Ace Keen Note, all or any portion of the Moxian HK-Ace Keen Note is
convertible into Company’s Common Stock at a price equal to the purchase price of the securities sold in a qualified financing
for gross proceeds of more than $5,000,000 (a “Qualified Financing”). If no Qualified Financing is consummated before
the maturity date, Ace Keen shall have the right to convert any and all of the Moxian HK-Ace Keen Note into shares of Common Stock
at the 20 day trading Volume Weighted Average Price (“VWAP”) as reported by Bloomberg, L.P.
On
May 30, 2015, the Company, Moxian HK, and Moxian China Limited (“MCL”) entered into an Amended and Restated Loan Agreement
(“Moxian HK-MCL Loan Agreement”) to document the total loan of $709,941 that MCL has advanced to Moxian HK in different
tranches by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of
$709,941 (“Moxian HK-MCL Note”) to MCL. Under the Moxian HK-MCL Note, all or any portion of the Moxian HK-MCL Note
is convertible into shares of Common Stock of the Company at the conversion price equal to the purchase price of the securities
sold in the Qualified Financing. If no Qualified Financing is consummated before the maturity date, MCL shall have the right to
convert any and all of the Moxian HK-MCL Note into shares of Common Stock of the Company at the 20 day trading VWAP as reported
by Bloomberg, L.P.
On
May 30, 2015, the Company, Moxian Malaysia, and Ace Keen entered into an Amended and Restated Loan Agreement (“Moxian Malaysia-Ace
Keen Loan Agreement”) to document the total loan of $228,937 that Ace Keen has advanced to Moxian Malaysia in different
tranches by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of
$228,937 (“Moxian Malaysia-Ace Keen Note”) to Ace Keen. Under the Moxian Malaysia-Ace Keen Note, all or any portion
of the Moxian Malaysia-Ace Keen Note is convertible into Common Stock of the Company at the conversion price equal to the purchase
price of the securities sold in the Qualified Financing. If no Qualified Financing is consummated before the maturity date, Ace
Keen shall have the right to convert any and all of the Moxian Malaysia-Ace Keen Note into shares of Common Stock of the Company
at the 20 day trading VWAP as reported by Bloomberg, L.P.
On
May 30, 2015, the Company, Moxian Malaysia, and Morolling entered into an Amended and Restated Loan Agreement (“Moxian
Malaysia-Morolling Loan Agreement”) to document the total loan of $765,768 that Morolling has advanced to Moxian
Malaysia in different tranches by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest
free promissory note of $765,768 (“Moxian Malaysia-Morolling Note”) to Morolling with no interest and a term of
repayment of 12 months. Under the Moxian Malaysia-Morolling Note, all or any portion of the Moxian Malaysia-Morolling Note is
convertible into shares of Common Stock of the Company at the conversion price equal to the purchase price of the securities
sold in the Qualified Financing. If no Qualified Financing is consummated before the maturity date, Morolling shall have the
right to convert any and all of the Moxian Malaysia-Morolling Note into shares of Common Stock of the Company at the 20 day
trading VWAP as reported by Bloomberg, L.P.
On
May 30, 2015, the Company, Moxian Malaysia, and MCL entered into an Amended and Restated Loan Agreement (“Moxian Malaysia-MCL
Loan Agreement”) to document the total loan of $2,680,221 that MCL has advanced to Moxian Malaysia in different tranches
by May 30, 2015, and in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $2,680,221
(“Moxian Malaysia-MCL Note”). Under the Moxian Malaysia-MCL Note, all or any portion of the Moxian Malaysia-MCL Note
is convertible into shares of Common Stock of the Company at the conversion price equal to the purchase price of the securities
sold in the Qualified Financing. If no Qualified Financing is consummated before the maturity date, MCL shall have the right to
convert any and all of the Moxian Malaysia-MCL Note into shares of Common Stock of the Company at the 20 day trading VWAP as reported
by Bloomberg, L.P.
On
June 30, 2015, the Company, Moxian Shenzhen, and Shenzhen Bayi Consulting Co., Ltd (“Bayi”) entered into an Amended
and Restated Loan Agreement to document the loan of $3,215,282 that Bayi has advanced to Moxian Shenzhen by May 30, 2015, and
in exchange, the Company agreed to issue a 12-month convertible interest free promissory note of $3,215,282 (“Moxian Shenzhen-Bayi
Note”). Under the Moxian Shenzhen-Bayi Note, all or any portion of the Moxian Shenzhen-Bayi Note is convertible into shares
of Common Stock of the Company at the conversion price equal to the purchase price of the securities in the Qualified Financing.
If no Qualified Financing is consummated before the maturity date, Bayi shall have the right to convert any and all of the Moxian
Shenzhen-Bayi Note into shares of Common Stock of the Company at the 20 day trading VWAP as reported by Bloomberg, L.P.
The
Notes issued to Moxian China Limited by the Company in consideration of the MCL Shenzhen Loans, the MCL Malaysia Loans and the
MCL HK Loan are of substantially similar terms. The Notes will be due and payable in one year and bears no interest. Upon consummation
of a financing that generates at least $5,000,000 by the Company (“Qualified Financing”), the Notes shall automatically
convert into shares of the Company’s Common Stock at a conversion price equal to the price of the Company’s securities
sold in the Qualified Financing. If no Qualified Financing is consummated prior to the maturity date of Notes and as long as there
remains any outstanding principal or interest of the Notes, holders of the Notes shall have the option to convert the Notes within
30 days after the maturity date at a conversion price that is equal to the volume weighted average price of Common Stock during
a 20-day trading period prior to the conversion of the Notes.
On
August 14, 2015, the Company issued 4,292,472 shares of Common Stock to Moxian China Limited, Jet Key Limited, Ace Keen Limited,
Morolling International HK Limited and Shenzhen Bayi Consulting Co Ltd as a result of the conversion of $8,584,944 of convertible
promissory notes held by Moxian China Limited, Jet Key Limited, Ace Keen Limited, Morolling International HK Limited and Shenzhen
Bayi Consulting Co Ltd at that moment at $1.00 per share.
On
August 14, 2015, $3,981,000 of such note was converted into 1,945,500 shares of our common stock.
On
September 30. 2015, we issued an additional 1,945,500 shares of our common stock to REBL upon conversion of the remainder portion
of the note.
On
June 4, 2015, we agreed to sell Beijing Xinhua Huifeng Equity Investment Center (Limited Partnership) (“Xinhua”),
an aggregate of 4,095,000 shares our common stock at a per share price of $2.00 for gross proceeds of $8,190,000 (approximately
RMB50,000,000), and to issue to Xinhua, for no additional consideration, a warrant to purchase in the aggregate of 16,000,000
shares of our common stock at an exercise price of $4.00 per share, exercisable on or prior to July 31, 2015. The closing date
of the transaction, and the expiration date of the warrant, were both extended to December 31, 2015. On February 28, 2016, the
Company closed the transaction and issued 4,095,010 shares of the Company Common Stock to Xinhua for an aggregate purchase price
of $8,190,020, or $2.00 per share, of which $5,505,915 was received by the Company in fiscal 2015.
The
above issuances were made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act and/or Regulation
S promulgated under the Securities Act as a transaction by an issuer not involving a public offering.