Item 3.02 Unregistered Sales of Equity Securities.
In consideration for services rendered to our company, we
issued an aggregate of 118,720 shares of our common stock to four consultants of
our company effective as of March 31, 2017. In issuing these shares, we relied
on an exemption from the registration requirements of the Securities Act of 1933
provided by Section 4(a)(2) of the Securities Act of 1933.
As of February 24, 2017 and February 27, 2017, we entered into
a promissory note exchange agreement (the
Note Exchange Agreements
)
with four holders of our promissory notes (each, a
Note
) in the
aggregate principal amount of $210,000, whereby we exchanged the holders Notes,
for no additional consideration, for an aggregate of 210,000 shares of our
common stock (the
Note Exchange
), and following the Note Exchange, the
Notes were automatically cancelled and terminated and the holders have no
further rights pursuant to the Notes and any agreement or instrument pursuant to
which such Notes were issued.
As of March 31, 2017, pursuant to the Note Exchange Agreements,
we issued an aggregate of 210,000 shares of our common stock upon exchange of
the above mentioned Notes. In issuing these shares, we relied on an exemption
from the registration requirements of the Securities Act of 1933 provided by
Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933.
As of October 25, 2016, we entered into a warrant exchange
agreement (the
Warrant Exchange Agreement
) with four holders of our
warrants (each, a
Warrant
) to purchase an aggregate of 25,716 shares of
our common stock, whereby we exchanged the holders Warrants, for no additional
consideration, for an aggregate of 25,716 shares of our common stock (the
Warrant Exchange
), and following the Warrant Exchange, the Warrants
were automatically cancelled and terminated and the holders have no further
rights pursuant to the Warrants and any agreement or instrument pursuant to
which such Warrants were issued.
As of March 31, 2017, pursuant to the Warrant Exchange
Agreements, we issued an aggregate of 25,716 shares of our common stock upon
exchange of the above mentioned Warrants. In issuing these shares, we relied on
an exemption from the registration requirements of the Securities Act of 1933
provided by Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of
1933.
Effective as of March 31, 2017, our company issued an aggregate of 1,030,000 shares of our common stock in connection with the conversion of an aggregate of $1,030,000 of principal and accrued interest outstanding under the Loan Facility Agreement, dated September 15, 2016. The shares were issued at a conversion price of $1.00 per share. We issued the shares to two non U.S. Persons (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing securities we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act of 1933.
Effective May 3, 2017, we issued a total of 3,000,000 shares of
our Series D Preferred Stock to our directors, officers, consultants and
employees. We issued these shares relying on the registration exemption provided
for in Section 4(a)(2) of the Securities Act of 1933.
Effective April 28, 2017, we granted a total of 1,790,000 stock
options to our directors, officers, consultants employees. The stock options are
exercisable at the exercise price of $1.29 per share for a period of ten years
from the date of grant. 360,000 of the stock options vest as follows: (i)
120,000 upon the date of grant; and (ii) 120,000 on each anniversary date of
grant. 1,430,000 of the stock options vest as follows: (i) 357,500 upon the date
of grant; and (ii) 357,500 on each anniversary date of grant. We granted the
stock options to 12 U.S. Persons and 3 non U.S. Persons (as that term is defined
in Regulation S of the Securities Act of 1933) and in issuing securities we
relied on the registration exemption provided for in Regulation S and/or Section
4(a)(2) of the Securities Act of 1933.
Effective April 28, 2017, we issued 585,000 shares of common
stock to five persons, one of whom is a director and officer of our company. Of
these shares, 560,000 are restricted from transfer for a period of two years.