Item
3.02 Unregistered Sale of Equity Securities
On
June 5, 2017, we issued warrants to purchase up to 350,000 shares of our common stock to each of Denis Corin, our President and
Chief Executive Officer, and William Rosenstadt, our General Counsel. The warrants were issued as a bonus for their business development
services to the Company over the last 12 months. The warrants are exercisable for five years at a per share price of $4.00. The
warrants may not be exercised within the first six months of their issuance.
On
June 5, 2017, we issued warrants to purchase up to 85,000 shares of our common stock to each of Ari Jatwes and David Laskow Pooley
as a bonus for their business development services to the Company over the last 12 months. The warrants are exercisable for five
years at a per share price of $4.00. The warrants may not be exercised within the first six months of their issuance.
On
June 5, 2017, we issued options to purchase up to 150,000 shares of our common stock to each of Denis Corin, our President
and Chief Executive Officer, and William Rosenstadt, our General Counsel. 50,000 of the options were issued as compensation
for their continue services on our board of directors through June 1, 2018 and 100,000 of the options were issued as
compensation as officers through June 1, 2018. 37,500 of the options vest on September 1, 2017, 37,500 of the options vest on
December 1, 2017, 37,500 of the options vest on March 1, 2018 and 37,500 of the options vest on June 1, 2018. The options are
exercisable for five years at a per share price of $4.00. The options may not be exercised within the first six months
of vesting.
On
June 5, 2017, we issued warrants to purchase up to 25,000 shares of our common stock to a consultant as a bonus for their business
development services to the Company over the last 12 months. The warrants are exercisable for five years at a per share price
of $4.00. The warrants may not be exercised within the first six months of their issuance.
On
June 5, 2017, we issued warrants to purchase up to 10,000 shares of our common stock to a consultant as a bonus for accounting
services to the Company over the last 12 months. The warrants are exercisable for five years at a per share price of $4.00. The
warrants may not be exercised within the first six months of their issuance.
On
May 24, 2017, we issued 70,559 shares of our common stock upon the conversion of $260,068.49 of a convertible note that we issued
on April 7, 2017. On June 8, 2017, we issued 153,268 shares of our common stock upon the conversion of $502,568.49 of a convertible
note that we issued on April 7, 2017.
We
issued the securities mentioned above in reliance on exemptions from registration under Section 4(2) of the Securities Act of
1933, as amended.