Item
3.02 Unregistered Sales of Equity Securities.
On
September 8, 2017, Croe, Inc., a Utah corporation (the “Company”) issued 437,488 shares of common stock, par
value $0.001 per share (“Common Stock”), at a per share purchase price of $2.00 for aggregate proceeds of $874,975,
to eleven (11) accredited investors, in connection with the closing of a private placement pursuant to the terms of a Securities
Purchase Agreement, by and among the Company and the purchasers thereunder (the “First Securities Purchase Agreement”).
On
September 20, 2017, the Company issued 62,500 shares of Common Stock at a per share purchase price of $2.00, payable in
digital currency equal to aggregate proceeds of approximately $125,000, to two (2) accredited investors, in connection
with the closing of a private placement pursuant to the terms of a Securities Purchase Agreement, by and among the Company and
the purchasers thereunder (the “Second Securities Purchase Agreement”).
On
September 25, 2017, the Company issued (i) 672,500 shares of Common Stock at a per share purchase price of $2.00, and (ii)
three-year stock purchase warrants (the “Warrants”) to purchase an aggregate of 168,125 shares of Common Stock at
an exercise price of $2.00 per share, for aggregate proceeds of $1,345,000, to nine (9) accredited investors, in connection with
the closing of a private placement pursuant to the terms of a Securities Purchase Agreement, by and among the Company and the
purchasers thereunder (the “Third Securities Purchase Agreement”, and together with the First Securities Purchase
Agreement and the Second Securities Purchase Agreement, the “Securities Purchase Agreements”), and the Warrants issued
by the Company.
The
Common Stock and Warrants (collectively, the “Securities”) were issued in reliance upon an exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation
D promulgated thereunder. In determining that the issuance of the Securities qualified for an exemption under Rule 506 of Regulation
D, the Company relied on the following facts: (i) all of the purchasers of the Securities were accredited investors, as defined
in Rule 501 of Regulation D promulgated under the Securities Act, and (ii) the Company did not use any form of general solicitation
or advertising to offer the Shares.
The
foregoing summary of the transactions contemplated by the Securities Purchase Agreements and the Warrants does not purport to
be complete and is subject to, and qualified in its entirety by, the full text of the Securities Purchase Agreements and the Warrants,
which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, and which are incorporated herein by reference.