Item 3.02
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Unregistered Sales of Equity Securities.
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On January 2, 2020, the Company
issued 10,929,800 shares of common stock to Auctus Fund LLC (“Auctus”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $1,822 principal portion, a $2,050 interest portion and $500 of fees of, the Company’s
convertible promissory note issued to Auctus on November 15, 2018.
On January 2, 2020, the Company issued 10,896,154
shares of common stock to GS Capital Partners, LLC (“GS Capital”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $4,750 principal portion and $464 interest portion of, the Company’s convertible
promissory note issued to GS Capital on March 7, 2019.
On January 3, 2020, the Company issued 9,252,369
shares of common stock to Carebourn Capital, L. P. (“Carebourn”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $3,793 principal portion of, the Company’s convertible promissory note issued
to Carebourn on August 29, 2018.
On January 6, 2020, the Company
issued 12,018,900 shares of common stock to Auctus in partial satisfaction of its obligations under, and the holder’s election
to convert a $3,141 principal portion, a $1,167 interest portion and $500 of fees of, the Company’s convertible promissory
note issued to Auctus on November 15, 2018.
On January 8, 2020, the Company issued 13,026,607
shares of common stock to GS Capital in partial satisfaction of its obligations under, and the holder’s election to convert
a $5.325 principal portion and $530 interest portion of, the Company’s convertible promissory note issued to GS Capital on
March 7, 2019.
On January 8, 2020, the Company
issued 13,080,382 shares of common stock to Auctus in partial satisfaction of its obligations under, and the holder’s election
to convert a $3,368 principal portion, a $579 interest portion and $500 of fees of, the Company’s convertible promissory
note issued to Auctus on November 15, 2018.
These issuances of these shares of Company
common stock were made in reliance on the exemption from registration provided by Sections 3(a)(9), 4(a)(1) and 4(a)(2) of the
Securities Act as the common stock was issued in exchange for debt securities of the registrant held by each shareholder for the
requisite holding period, there was no additional consideration for the exchange, there was no remuneration for the solicitation
of the exchange, there was no general solicitation, and the transactions did not involve a public offering.