ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the three months ended September 30, 2020, the Company issued unregistered equity securities as described below:
Convertible Promissory Note Exchanges
On July 3, 2020, the Company issued 150,000 shares of common stock of the Company and a $100,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 6, 2020, the Company issued 425,250 shares of common stock of the Company and a $283,500 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 7, 2020, the Company issued 75,000 shares of common stock of the Company and a $50,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 7, 2020, the Company issued 112,500 shares of common stock of the Company and a $75,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 8, 2020, the Company issued 9,000 shares of common stock of the Company and a $6,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 11, 2020, the Company issued 75,000 shares of common stock of the Company and a $50,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 12, 2020, the Company issued 75,000 shares of common stock of the Company and a $50,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 12, 2020, the Company issued 121,500 shares of common stock of the Company and a $81,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 13, 2020, the Company issued 112,500 shares of common stock of the Company and a $75,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 15, 2020, the Company issued 121,500 shares of common stock of the Company and a $81,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 16, 2020, the Company issued 66,825 shares of common stock of the Company and a $44,550 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 20, 2020, the Company issued 300,000 shares of common stock of the Company and a $200,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 21, 2020, the Company issued 30,375 shares of common stock of the Company and a $20,250 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 21, 2020, the Company issued 60,750 shares of common stock of the Company and a $40,500 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 21, 2020, the Company issued 75,000 shares of common stock of the Company and a $50,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 26, 2020, the Company issued 75,000 shares of common stock of the Company and a $50,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 29, 2020, the Company issued 60,750 shares of common stock of the Company and a $40,500 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 29, 2020, the Company issued 37,500 shares of common stock of the Company and a $25,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 29, 2020, the Company issued 1,110,000 shares of common stock of the Company and a $740,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On July 30, 2020, the Company issued 60,750 shares of common stock of the Company and a $40,500 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On August 3, 2020, the Company issued 150,000 shares of common stock of the Company and a $100,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On August 3, 2020, the Company issued 91,125 shares of common stock of the Company and a $60,750 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On August 3, 2020, the Company issued 15,000 shares of common stock of the Company and a $10,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On August 5, 2020, the Company issued 151,875 shares of common stock of the Company and a $101,250 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On August 5, 2020, the Company issued 30,375 shares of common stock of the Company and a $20,250 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On August 7, 2020, the Company issued 12,150 shares of common stock of the Company and a $8,100 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On August 10, 2020, the Company issued 75,000 shares of common stock of the Company and a $50,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On August 18, 2020, the Company issued (i) 150,000 shares of Company common stock, and (ii) a $100,000 convertible promissory note maturing February 11, 2022, to a third-party investor in consideration for cash in the amount of $100,000, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On August 25, 2020, the Company issued 36,450 shares of common stock of the Company and a $24,300 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
On September 2, 2020, the Company issued 90,000 shares of common stock of the Company and a $60,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount.
The issuances of the foregoing shares were made in reliance on the exemptions from registration provided by either (i) Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as each of the investors were prior investors of the Company, there was no general solicitation to the investors, the investors were accredited, and the transactions with the investors did not involve a public offering; or (ii) Rule 506(c) promulgated under Section 4(a)(2) as the investors were accredited.
Convertible Promissory Note Exchanges and Immediate Conversions
On July 7, 2020, the Company issued 37,500 shares of common stock of the Company and a $25,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 166,667 shares of common stock of the Company in the conversion.
On July 23, 2020, the Company issued 75,000 shares of common stock of the Company and a $50,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 333,333 shares of common stock of the Company in the conversion.
On July 23, 2020, the Company issued 37,500 shares of common stock of the Company and a $25,000 convertible promissory note with a maturity date of February 11, 2022. and immediately thereafter, the noteholder converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 166,667 shares of common stock of the Company in the conversion.
On July 23, 2020, the Company issued 243,000 shares of common stock of the Company and a $162,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 1,080,000 shares of common stock of the Company in the conversion.
On July 27, 2020, the Company issued 150,000 shares of common stock of the Company and a $100,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 666,667 shares of common stock of the Company in the conversion.
On July 27, 2020, the Company issued 22,200 shares of common stock of the Company and a $14,800 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 98,667 shares of common stock of the Company in the conversion.
On July 27, 2020, the Company issued 52,800 shares of common stock of the Company and a $35,200 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 234,667 shares of common stock of the Company in the conversion.
On July 27, 2020, the Company issued 75,000 shares of common stock of the Company and a $100,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 333,333 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 225,000 shares of common stock of the Company and a $150,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 1,000,000 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 136,080 shares of common stock of the Company and a $90,720 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 604,800 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 106,500 shares of common stock of the Company and a $71,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 473,333 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 30,375 shares of common stock of the Company and a $20,250 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 135,000 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 60,750 shares of common stock of the Company and a $40,500 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 270,000 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 298,313 shares of common stock of the Company and a $198,875 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 1,325,833 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 121,500 shares of common stock of the Company and a $81,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 540,000 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 121,500 shares of common stock of the Company and a $81,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 540,000 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 48,600 shares of common stock of the Company and a $32,400 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 216,000 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 75,000 shares of common stock of the Company and a $50,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 333,333 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 30,375 shares of common stock of the Company and a $20,250 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 135,000 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 30,375 shares of common stock of the Company and a $20,250 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 135,000 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 60,750 shares of common stock of the Company and a $40,500 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 270,000 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 182,250 shares of common stock of the Company and a $121,500 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 810,000 shares of common stock of the Company in the conversion.
On July 28, 2020, the Company issued 24,300 shares of common stock of the Company and a $16,200 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 108,000 shares of common stock of the Company in the conversion.
On July 29, 2020, the Company issued 537,600 shares of common stock of the Company and a $358,400 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 2,389,333 shares of common stock of the Company in the conversion.
On July 29, 2020, the Company issued 30,375 shares of common stock of the Company and a $20,250 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 135,000 shares of common stock of the Company in the conversion.
On July 29, 2020, the Company issued 157,950 shares of common stock of the Company and a $105,300 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 702,000 shares of common stock of the Company in the conversion.
On July 30, 2020, the Company issued 30,000 shares of common stock of the Company and a $20,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 133,333 shares of common stock of the Company in the conversion.
On July 30, 2020, the Company issued 150,000 shares of common stock of the Company and a $100,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 666,667 shares of common stock of the Company in the conversion.
On July 30, 2020, the Company issued 150,000 shares of common stock of the Company and a $100,000 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 666,667 shares of common stock of the Company in the conversion.
On July 31, 2020, the Company issued 91,125 shares of common stock of the Company and a $60,750 convertible promissory note with a maturity date of February 11, 2022, to a third party investor in consideration of the cancellation of a prior convertible promissory note held by the investor in the same amount, and immediately thereafter the investor converted the entire principal amount into shares of common stock of the Company at $0.15 per share and was issued 405,000 shares of common stock of the Company in the conversion.
The issuances of the foregoing shares were made in reliance on the exemptions from registration provided by either (i) Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as each of the investors were prior investors of the Company, there was no general solicitation to the investors, the investors were accredited, and the transactions with the investors did not involve a public offering; or (ii) Rule 506(c) promulgated under Section 4(a)(2) as the investors were accredited.
Consulting Issuances
On July 15, 2020, the Company issued 51,829 shares of Company common stock to a consultant for $8,293 of consulting services rendered to the Company. On July 20, 2020, the Company issued 1,150,000 shares of Company common stock to consultants for $178,250 of consulting services rendered to the Company. On July 20, 2020, the Company issued 1,000,000 shares of Company common stock to an employee for $155,000. On July 20, 2020, the Company issued 210,000 shares of Company common stock to a consultant for $32,550 of consulting services rendered to the Company. On July 20, 2020, the Company issued 435,550 shares of the Company’s common stock to a consultant affiliated with the Company for $67,510. On July 31, 2020, the Company issued 57,432 shares of Company common stock to a consultant for $28,328 of consulting services rendered to the Company. On July 31, 2020, the Company issued a total of 10,000,000 shares of Company common stock to a group of consultants for $1,450,000 of consulting services rendered to the Company. On July 31, 2020, the Company issued 2,000,000 shares of Company common stock to a group of consultants for $290,000f of consulting services rendered to the Company. On July 31, 2020, the Company issued 250,000 shares of Company common stock to a consultant for $36,250 consulting services rendered to the Company. On August 21, 2020, the Company issued 2,139,344 shares of the Company’s common stock to a consultant affiliated with the Company for $256,721 On August 27, 2020, the Company issued 210,000 shares of Company common stock to a consultant for $27,300 of consulting services rendered to the Company. On September 1, 2020, the Company issued 4,500,000 shares of Company common stock as additional consideration to a lender for a first amendment to term loan agreement, at a fair value of $472,500. On September 27, 2020, the Company issued 210,000 shares of Company common stock to a consultant for $25,179 of consulting services rendered to the Company.
The issuances of the foregoing shares were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as there was no general solicitation to the consultants, the shareholders were accredited, and the transactions with the shareholders did not involve a public offering.
Other Issuances
On July 3, 2020, the Company issued (i) 1,600,000 shares of Company common stock, and (ii) a $500,000 convertible promissory note maturing January 3, 2021, to a third-party investor in consideration for cash in the amount of $500,000.
On July 9, 2020, July 15, 2020, July 23, 2020 and July 31, 2020, the Company issued 760,012 shares of common stock of the Company to various third-party investors as payment for interest on indebtedness with a total fair value of $115,958.
On September 30, 2020, the Company issued 99,064 shares of common stock of the Company to a third-party investor in consideration of a cash payment of $7,925.
The issuances of the foregoing shares were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors, the investors were accredited, and the transactions did not involve a public offering.
On July 31, 2020, the Company issued 7,125 shares of common stock of the Company to a third-party investor pursuant to the exercise of warrants. The issuance of these shares was made in reliance on the exemptions from registration provided by Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as the common stock was issued in exchange for warrants held by the investor, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation to the investor, the investor was accredited, and the transaction did not involve a public offering.
On July 3, 2020, the Company issued to an affiliated Troy Caruso entity a $1,350,000 promissory note maturing November 2, 2020. On or about July 7, 2020, the parties executed an amendment to the note to include a conversion feature allowing conversion of up to 100% of the balance of the note into shares of common stock of the Company at a rate of $0.122 per share. On July 13, 2020 the noteholder converted the entire principal amount into shares of common stock of the Company at $0.122 per share and was issued 11,065,574 shares of common stock of the Company in the conversion. The issuance of these shares was made in reliance on the exemptions from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as the common stock was issued in exchange for debt of the Company held by the lender, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation to the lender, the lender was an accredited investor, and the transaction did not involve a public offering.
On August 25, 2020, the Company issued to an affiliated Troy Caruso entity a $739,000 promissory note maturing February 25, 2021, which included a conversion feature allowing the noteholder to convert up to 100% of the balance of the note into shares of common stock of the Company at a rate of $0.1228 per share. The Company issued 1,108,500 shares of Company common stock as additional consideration to the lender for the proceeds of the note. Concurrently with the execution of the promissory note, the noteholder elected to convert the entire principal amount into shares of common stock of the Company and was issued 6,015,955 shares of Company common stock in the conversion. The issuances of these shares were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as there was no general solicitation to the lender, the lender was accredited, and the transactions did not involve a public offering.