Item 3.02.
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Unregistered Sales of Equity Securities.
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As previously reported in the Current Report on Form 8-K filed by Rapid Therapeutic Science Laboratories, Inc. (formerly, Holly Brothers Pictures, Inc.) (the Company, we and us) with the Securities and Exchange Commission on October 21, 2020, the automatic conversion terms of certain outstanding convertible promissory notes (convertible into common stock at a conversion price of $0.05 per share) were triggered on August 31, 2020, as a result of the Companys August 2020 fund raising, subject to a 4.99% ownership limitation set forth in such convertible promissory notes (as amended)(the Automatic Conversion Notes), which prevents the conversion of the Automatic Conversion Notes into common stock if upon such conversion the holder (and its affiliates) would own more than 4.99% of the Companys outstanding common stock (the Ownership Blocker).
Following the initial automatic conversions of the Automatic Conversion Notes as disclosed in the Current Report on Form 8-K, and the issuance of shares of common stock to the holders thereof, up to each note holders applicable Ownership Blocker, the remaining amounts of the Automatic Conversion Notes were to be automatically converted into additional shares of common stock of the Company, from time to time, at such time as the Company was able to issue such holders additional shares of common stock, without exceeding the applicable Ownership Blocker.
On April 13, 2021 (effective as of March 31, 2021), the following additional conversions of the Companys convertible notes payable occurred: (i) the holders of convertible notes payable issued in 2018 at a conversion price of $0.13 per share with total principal and accrued interest balances in the aggregate amount of $410,888, converted their notes into a total of 3,160,684 shares of common stock pursuant to the terms of their notes; and (ii) the holders of the Automatic Conversion Notes, with a conversion price of $0.05 per share, with a total principal and accrued interest balance in the aggregate amount of $383,470, converted their Automatic Conversion Notes into a total of 7,669,381 shares of common stock. As a result of these conversions, a total of 10,830,065 shares of common stock were issued increasing our total outstanding share count to 193,379,421 shares.
As of March 31, 2021 (after taking into account the conversions above effective March 31, 2021), Automatic Conversion Notes in the amount of $174,685, plus accrued interest in the amount of $31,173, remain outstanding and are available to be converted into a maximum of 4,117,160 shares of common stock, from time to time, at such time as the Company is able to issue such holders additional shares of common stock, without exceeding the applicable Ownership Blocker. With the recent conversions, the Company has reduced its convertible debt obligations by approximately 90% since June 30. 2020.
The issuance of the shares of common stock to the holders of the convertible promissory notes was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the Securities Act), as no commission or other remuneration was paid or given directly or indirectly for soliciting the exchanges and the Company did not receive any compensation for the issuance of the shares of common stock in connection with such conversions..