Item 3.02.
Unregistered Sales of Equity Securities.
During the period September
19, 2018 and November 6, 2018, we sold an aggregate of 7,876,623 shares of our common stock for total proceeds of $21,160,000.
The offerings were made at prices ranging from $2.10 to $3.00 per share, which represented a discount to market
of approximately 18% at the time of sale. Included in these sales were warrants to purchase an additional 2,022,962 shares of
common stock at exercise prices of $4.20 and $4.30 per share, expiring three years from issuance.
In August 2018, the
holder of previously issued promissory notes with principal balances of $3,250,000 converted such promissory notes into subscriptions
on 1,231,060 shares of common stock at a conversion price of $2.64 per share.
In September 2018, holders
of previously issued promissory notes with principal balances of $4,000,000 and accrued but unpaid interest of approximately $93,000
converted such promissory notes into 2,339,048 shares of common stock at a conversion price of $1.75 per share.
In
September 2018, we raised $3,000,000 from the issuance of a secured promissory note bearing interest at the rate of 10% per
annum, with interest payable monthly. The note is due and payable on September 16, 2019, however we may elect to prepay the
note in whole or part at any time after December 17, 2018 without premium or penalty. As part of such transaction, we issued
three-year warrants to purchase 750,000 shares of common stock at an exercise price of $1.80 per share.
From September 28, 2018
to October 8, 2018, warrants to purchase 622,775 shares of common stock were exercised at exercise prices ranging from $0.10 to
$1.75 per share. In October 2018, options to purchase 60,000 shares of common stock were exercised in a cashless transaction
at an exercise price of $0.45 per share.
Between
August 17, 2018 and October 1, 2018, we issued 180,439 shares of common stock to settle approximately $2,086,800 of outstanding
obligations.
In
August 2018, an individual member of Mari Holdings MD LLC, our majority owned subsidiary, exchanged his membership interest in
such subsidiary for 222,222 shares of our common stock.
As a result of the above,
we issued an aggregate of 13,177,293 shares of common stock representing approximately 6.75% of previously reported
total common stock outstanding on August 14, 2018, and as of November 8, 2018 we have 208,398,893 shares
of common stock outstanding. All shares were issued in exempt private placement transactions under Section 4(2) of the Securities
Act of 1933, as amended, to persons who were “accredited investors” without the use of public advertising or the payment
of placement fees or commissions.