Item 3.02
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Unregistered Sales of Equity Securities.
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On November 6, 2019, the Company
issued 3,986,099 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 $12,000 principal portion and $947 of accrued and unpaid interest of, the Company’s
convertible promissory note issued to GS Capital on March 7, 2019.
On November 27, 2019, the Company
issued 4,992,872 shares of common stock to Carebourn Capital, L. P. (“Carebourn”) in partial satisfaction of its obligations
under, and the holder’s election to convert $6,591 of accrued and unpaid interest of, the Company’s convertible promissory
note issued to Carebourn on August 29, 2018.
On December 4, 2019, the Company
issued 4,038,462 shares of common stock to Adar Alef LLC (“Adar Alef”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $7,000 portion of, the Company’s convertible promissory note originally issued
to GoldenLife Investments LLC on September 1, 2017, and purchased by Adar Alef on August 29, 2019.
On December 5, 2019, the Company
issued 5,470,500 shares of common stock to Auctus Fund LLC (“Auctus”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $2,454 interest portion and $500 of fees of, the Company’s convertible promissory
note issued to Auctus on November 15, 2018.
On December 6, 2019, the
Company issued 5,411,684 shares of common stock to GS Capital in partial satisfaction of its obligations under, and
the holder’s election to convert a $3,500 principal portion and $330 of accrued and unpaid interest 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.
The information provided above in Item 1.01
herein is incorporated by reference into this Item 2.03. The issuance of the Note was made in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act and/or upon Rule 506(b) of Regulation D promulgated under the Securities Act
of 1933 as there was no general solicitation, and the transactions did not involve a public offering.