ITEM 8.01 Other Items.

On December 21, 2018, the Company’s shareholders approved amendments to its Series A, Series B and Series C Preferred Stock, to permit a forced conversion of those instruments into shares of its common stock at a conversion price equal to the lower of $1.00 and the volume average weighted price of the Company’s common stock on the forty five (45) prior trading days, which, as of the Forced Conversion Date of December 31, 2018, was $.258 (the “Forced Conversion Price”). Furthermore, the purchase price for common stock issued by the Company in a series of private placement transactions since December 1, 2017 in an amount of $6,154,000 and the remaining $3,846,000 intended to be sold in connection therewith (known as the “D Round”) will also be reset to reflect the Forced Conversion Price. As a result, for each share of stock sold in the D Round, additional shares of common stock will be issued to the purchaser in an amount equal to the number of shares required so that the average per share price is reduced from $4.50 to the per share Forced Conversion Price, less the one (1) share already issued. For each unit purchased by a shareholder of the Corporation in each of the rounds in which Series A preferred stock was issued (the “A Round”, in which Series B preferred stock was issued (the “B Round”, in which Series C preferred stock was issued (the “C Round”) and in the D Round, the warrants issued with respect to that unit (i.e.: for the A Round, the A Warrants, for the B Round, the B-1 and B-2 Warrants, for the C Round, the C-1 and C-2 Warrants and for the D Round, the D-1, D-2 and D-3 Warrants), shall be cancelled, and instead the investor will receive per unit, three warrants, one with an exercise price of $1.80, one with an exercise price of $3.60 and one with an exercise price of $5.40, which warrants will otherwise contain the same terms and conditions as the warrants issued in the D Round. Lastly, as disclosed in the Company’s Definitive Schedule 14A, filed on November 23, 2018, the warrants issued to Andrew Garrett, Inc. (“AGI Warrants”) by the Company contain full ratchet provisions pursuant to which as a result of the Forced Conversion Price, the exercise price of those warrants will be decreased, and the number of warrants increased proportionately.

Therefore, after giving effect to the Forced Conversion, the Company has the following instruments outstanding: