ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
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(a)
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Market
Information - Our common stock is traded on the OTCBB under the symbol CHCR. The
following table sets forth the range of high and low bid quotations for the common stock,
as reported by the OTCBB, for the fiscal quarters indicated. The market quotations reflect
inter-dealer prices without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions.
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The
below quotations, as determined through a query of Bloomberg LLP, reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not necessarily represent actual transactions:
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High
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Low
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Year
ended December 31, 2019
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4th
quarter, ended December 31, 2019
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$
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0.40
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$
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0.37
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3rd
quarter, ended September 30, 2019
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$
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0.42
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$
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0.41
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2nd
quarter, ended June 30, 2019
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$
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0.29
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$
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0.26
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1st
quarter, ended March 31, 2019
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$
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0.08
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$
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0.08
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(b)
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Holders
– As of April 9, 2020, we had 412 holders of record of our common stock.
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(c)
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Dividends
- We did not pay any cash dividends on our common stock during the year ended December
31, 2019 and do not contemplate the initiation of payment of any cash dividends in the
foreseeable future. In the event that we do pay dividends, the holders of record of our
Series C Convertible Preferred Stock and Series D Convertible Preferred Stock are entitled
to receive such dividends in preference to the holders of our common stock, when and
if declared by our Board of Directors. If declared, holders of our Series C Convertible
Preferred Stock will receive dividends in an amount equal to the amount that would have
been payable had the Series C Convertible Preferred Stock been converted into shares
of our common stock immediately prior to the declaration of such dividend. Holders of
our Series D Convertible Preferred Stock will receive dividends in an amount equal to
50% of the amount that would have been payable had the Series D Convertible Preferred
Stock been converted into shares of our common stock. No dividends shall be authorized,
declared, paid or set apart for payment on any class or series of our stock ranking,
as to dividends, on a parity with or junior to the Series C Convertible Preferred Stock
for any period unless full cumulative dividends have been, or contemporaneously are authorized,
declared, paid or set apart in trust for such payment on the Series C Convertible Preferred
Stock. In addition, as long as a majority of the 10,434 shares of our Series C Convertible
Preferred Stock are outstanding, we cannot declare or pay any dividend or other distribution
with respect to any equity securities without the affirmative vote of holders of at least
50% of the outstanding shares of Series C Convertible Preferred Stock.
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RECENT
SALES OF UNREGISTERED SECURITIES
With
the exception of the transactions set forth below, the sale of unregistered securities for the year ended December 31, 2019 were
disclosed in our Annual Report on the December 31, 2018 Form 10-K filed on May 24, 2019.
On
May 1, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
May 8, 2019, we issued a convertible promissory note in the principle amount of $50,250 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 105,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
May 21, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
May 22, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
May 22, 2019, we issued a convertible promissory note in the principle amount of $15,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 30,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
May 30, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
May 31, 2019, we issued a convertible promissory note in the principle amount of $150,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
June 12, 2019, we issued a convertible promissory note in the principle amount of $100,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
June 19, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
June 24, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
June 27, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 1, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 1, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 1, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 2, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 2, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 2, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 2, 2019, we issued a convertible promissory note in the principle amount of $125,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 2, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 3, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 3, 2019, we issued a convertible promissory note in the principle amount of $100,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 5, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 5, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 8, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 10, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 10, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 11, 2019, we issued a convertible promissory note in the principle amount of $30,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 60,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 11, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 12, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
July 17, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
August 19, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
August 24, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
August 24, 2019, we issued a convertible promissory note in the principle amount of $200,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 400,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
October 02, 2019, we issued a convertible promissory note in the principle amount of $100,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
October 11, 2019, we issued a convertible promissory note in the principle amount of $14,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 28,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
October 16, 2019, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
December 11, 2019, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
All
of the convertible promissory notes listed above were issued to accredited investors, as that term is defined under the Section
501 of Regulation D, promulgated under the Securities Act of 1933, as amended. The warrants issued in connection with the promissory
notes all have a cashless exercise feature.
We
issued common stock purchase warrants separate from the warrants issued in connection with the issuance of the above-mentioned
convertible promissory notes during the year ended December 31, 2019. With the exceptions of the transactions set forth below
all of issuances of our warrants were disclosed in our Annual Report on the December 31, 2018 Form 10-K filed on May 24, 2019.
On
May 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 10, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 11, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 19, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 22, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 28, 2019, we issued 3,000,000 warrants to our Chief Accounting Officer. The warrants have a term of five years and an exercise
price of $0.0650 per warrant.
On
May 30, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
May 31, 2019, we issued 638,888 warrants to our Chief Executive Officer in lieu of 2019 first quarter salary. The warrants have
a term of five years and an exercise price of $0.09 per warrant.
On
May 31, 2019, we issued 347,222 warrants to our President in lieu of 2019 first quarter salary. The warrants have a term of five
years and an exercise price of $0.09 per warrant.
On
June 03, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 06, 2019, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
June 08, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 08, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 11, 2019, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
June 12, 2019, we issued 1,000,000 warrants to a member of our contracted supplier. The warrants have a term of five years and
an exercise price of $0.11 per warrant.
On
June 14, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 20, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 22, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 24, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 24, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 25, 2019, we issued 718,750 warrants to our Chief Executive Officer in lieu of 2019 second quarter salary. The warrants have
a term of five years and an exercise price of $0.08 per warrant.
On
June 25, 2019, we issued 390,625 warrants to our consultant in lieu of 2019 second quarter salary. The warrants have a term of
five years and an exercise price of $0.08 per warrant.
On
June 27, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 30, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
June 30, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
July 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 1, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 1, 2019, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 6, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 11, 2019, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have a
term of three years and an exercise price of $0.25 per warrant.
On
July 25, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
August 19, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
August 31, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
September 25, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants
have a term of three years and an exercise price of $0.25 per warrant.
On
September 30, 2019, we issued 136,905 warrants to our Chief Executive Officer in lieu of 2019 third quarter salary. The warrants
have a term of five years and an exercise price of $0.42 per warrant.
On
September 30, 2019, we issued 62,500 warrants to our consultant in lieu of 2019 third quarter salary. The warrants have a term
of five years and an exercise price of $0.42 per warrant.
On
October 03, 2019, we issued 700,000 warrants to our consultant. The warrants have a term of three years and an exercise price
of $0.11 per warrant.
On
October 03, 2019, we issued 2,000,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants
have a term of three years and an exercise price of $0.11 per warrant.
On
October 03, 2019, we issued 1,000,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants
have a term of three years and an exercise price of $0.11 per warrant.
On
October 12, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
October 15, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
November 03, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
November 30, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
December 09, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
December 22, 2019, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
December 28, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
December 30, 2019, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
December 31, 2019, we issued 133,721 warrants to our Chief Executive Officer in lieu of 2019 fourth quarter salary. The warrants
have a term of five years and an exercise price of $0.43 per warrant.
On
December 31, 2019, we issued 72,674 warrants to our consultant in lieu of 2019 fourth quarter salary. The warrants have a term
of five years and an exercise price of $0.43 per warrant.
We
relied on Section 4 (a) (2) of the Securities Act of 1933, as amended and or Section 501 of Regulation D promulgated under said
Act as the exemption from registration under the Act.
We
recognized no compensation costs during 2019 due to the issuance of the warrants.
We
have not issued any shares of our common stock subsequent to December 31, 2019.
Subsequent
to December 31, 2019, we issued the following convertible promissory notes and warrants:
On
January 3, 2020, we issued a convertible promissory note in the principle amount of $32,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 64,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
January 6, 2020, we issued a convertible promissory note in the principle amount of $75,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
February 13, 2020, we issued a convertible promissory note in the principle amount of $50,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
On
March 9, 2020, we issued a convertible promissory note in the principle amount of $25,000 to an accredited investor. The interest
rate was 12%. The Holder of the note has the right to convert all or a portion of the principle and any accrued interest into
shares of our common stock at a per share price equal to the lesser of (i) 15% below the average daily closing price of our common
stock for the immediately preceding twenty (20) business days or (ii) $0.11. The principal amount and any accrued but unpaid interest
under the note shall be due and payable on the earliest to occur (i) the date which is twelve months from the effective date of
the note or (ii) the receipt by the Company of payment on its account receivable owed to it by Universal Health Care, Inc. and
Universal Health Care Insurance Company, which accounts receivable is currently being processed in the matter of The Receivership
of Universal Health Care, Inc., a Florida corporation and The Receivership of Universal Health Care Insurance Company, Inc., a
Florida corporation under case numbers 2013-CA and 2013-CA, respectively. The Company also granted to the purchaser a five-year
warrant to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
All
of the convertible promissory notes listed above were issued to accredited investors, as that term is defined under the Section
501 of Regulation D, promulgated under the Securities Act of 1933, as amended. The warrants issued in connection with the promissory
notes all have a cashless exercise feature.
On
January 11, 2020, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
February 12, 2020, we issued 50,000 warrants to a member of our Medical Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
February 16, 2020, we issued 50,000 warrants to a member of our Dental Advisory Board, an accredited investor. The warrants have
a term of three years and an exercise price of $0.25 per warrant.
On
February 26, 2020, we issued 1,000,000 warrants to our consultant. The warrants have a term of three years and an exercise price
of $0.25 per warrant.
On
February 26, 2020, we issued 600,000 warrants to our consultant. The warrants have a term of three years and an exercise price
of $0.25 per warrant.
On
February 26, 2020, we issued 1,000,000 warrants to our consultant. The warrants have a term of three years and an exercise price
of $0.25 per warrant.
We
relied on Section 4 (a) (2) of the Securities Act of 1933, as amended and or Section 501 of Regulation D promulgated under said
Act as the exemption from registration under the Act.
We
recognized no compensation costs in connection with the issuance of the warrants.