Item 3.02
|
Unregistered Sales of Equity Securities.
|
On September 20, 2019, the Company
issued 1,776,000 shares of common stock to Power Up in partial satisfaction of its obligations under, and the holder’s election
to convert a $5,700 principal portion and $3,180 of accrued and unpaid interest of, the Company’s convertible promissory
note issued to Power Up on February 21, 2019.
On September 20, 2019, the Company
issued 1,189,377 shares of common stock to Carebourn Capital, L. P. (“Carebourn”) in partial satisfaction of its obligations
under, and the holder’s election to convert a $12,259 portion of, the Company’s convertible promissory note issued
to Carebourn on August 29, 2018.
On September 20, 2019, the Company
issued 2,250,000 shares of common stock to Crown Bridge Partners, LLC (“Crown Bridge”) in partial satisfaction of its
obligations under, and the holder’s election to convert a $9,550 portion and $500 of fees of, the Company’s convertible
promissory note issued to Crown Bridge on February 5, 2019.
On September 26, 2019, the Company
issued 2,802,264 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder’s election
to convert a $12,498 portion of, the Company’s convertible promissory note issued to Carebourn on August 29, 2018.
On September 27, 2019, the Company
issued 2,400,000 shares of common stock to Crown Bridge in partial satisfaction of its obligations under, and the holder’s
election to convert a $9,380 portion and $500 of fees of, the Company’s convertible promissory note issued to Crown Bridge
on February 5, 2019.
On September 30, 2019, the Company
issued 1,950,672 shares of common stock to GS Capital Partners, LLC (“GS Capital”) in partial satisfaction of its obligations
under, and the holder’s election to convert a $8,750 principal portion and $584 of interest of, the Company’s convertible
promissory note issued to GS Capital on March 7, 2019.
On October 1, 2019, the Company
issued 3,081,575 shares of common stock to More Capital LLC (“More”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $14,175 portion of, the Company’s convertible promissory note issued to More
on August 29, 2018.
On October 4, 2019, the Company
issued 2,485,299 shares of common stock to Auctus Fund LLC (“Auctus”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $2,990 principal portion, $4,662 interest portion and $500 of fees of, the Company’s
convertible promissory note issued to Auctus on November 15, 2018.
These issuances of these shares of Company
common stock were made in reliance on the exemption from registration provided by Sections 3(a)(9), 4(a)(1) and 4(a)(2) of the
Securities Act as the common stock was issued in exchange for debt securities of the registrant held by each shareholder for the
requisite holding period, there was no additional consideration for the exchange, there was no remuneration for the solicitation
of the exchange, there was no general solicitation, and the transactions did not involve a public offering.
The information provided above in Item
1.01 herein is incorporated by reference into this Item 3.02. The issuance of the Note was made in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act and/or upon Rule 506(b) of Regulation D promulgated under the Securities
Act of 1933 as there was no general solicitation, and the transaction did not involve a public offering.