Item 3.02
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Unregistered Sales of Equity Securities.
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On January 16, 2020, the Company
issued 15,100,750 shares of common stock to Auctus Fund LLC (“Auctus”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $1,026 principal portion, a $256 interest portion and $500 of fees of, the Company’s
convertible promissory note issued to Auctus on November 15, 2018.
On January 21, 2020, the Company issued 17,287,931
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 $2,725 principal portion and $283 interest portion of, the Company’s convertible
promissory note issued to GS Capital on March 7, 2019.
On January 21, 2020, the Company
issued 17,358,334 shares of common stock to Auctus in partial satisfaction of its obligations under, and the holder’s election
to convert a $157 principal portion, a $1,426 interest portion and $500 of fees of, the Company’s convertible promissory
note issued to Auctus on November 15, 2018.
On January 27, 2020, the Company
issued 19,087,084 shares of common stock to Auctus in partial satisfaction of its obligations under, and the holder’s election
to convert a $80 principal portion, a $1,711 interest portion and $500 of fees of, the Company’s convertible promissory note
issued to Auctus on November 15, 2018.
On January 29, 2020, the Company issued 19,046,149
shares of common stock to GS Capital in partial satisfaction of its obligations under, and the holder’s election to convert
a $2,995 principal portion and $319 interest portion of, the Company’s convertible promissory note issued to GS Capital on
March 7, 2019.
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.