Item
3.02 Unregistered Sales of Equity Securities.
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference into this Item 3.02.
The
Company eliminated certain liabilities through the issuance of restricted Common Stock in lieu of cash due in part to the cash
funding needs presented by unexpected administration expenses in connection with the shareholder-initiated consent solicitation.
On
February 25, 2021, the Company issued the holder of a promissory note 25,000 shares of restricted Common Stock in consideration
of and as an inducement to forgive the Company from any unintentional payment defaults that occurred through February 22, 2021
in connection with a promissory note dated May 26, 2020. The shares were issued with a price per share of $4.40. The shares were
issued in reliance upon the exemption from registration provided by Section 4(a)(2) under
the Securities Act.
On
February 25, 2021, the Company issued the holder of a promissory note 25,000 shares of restricted Common Stock in consideration
of and as an inducement to forgive the Company from any unintentional payment defaults that occurred through February 22, 2021
in connection with a promissory note dated May 26, 2020. The shares were issued with a price per share of $4.40. The shares were
issued in reliance upon the exemption from registration provided by Section 4(a)(2) under
the Securities Act.
On
February 25, 2021, the Company issued a consultant 50,000 shares of restricted Common Stock in lieu of cash consideration due
to the consultant under two separate consulting agreements. The shares were issued with a price per share of $4.40. The shares
were issued in reliance upon the exemption from registration provided by Section 4(a)(2)
under the Securities Act.
On
February 25, 2021, the Company issued a consultant 45,000 shares of restricted Common Stock in lieu of cash consideration due
to the consultant through December 31, 2021. The shares were issued with a price per share of $4.40. The shares were issued in
reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act.
On
February 25, 2021, the Company issued a consultant 10,000 shares of restricted Common Stock as partial consideration for entering
into a certain Media Advertising Agreement dated February 17, 2021. The shares were issued with a price per share of $4.40. The
shares were issued in reliance upon the exemption from registration provided by Section
4(a)(2) under the Securities Act.
On
February 25, 2021, the Company issued the landlord for its corporate headquarters 125,000 shares of restricted Common Stock in
lieu of cash consideration to increase the Company’s security deposit to mitigate the risk to the lease posed by the Activist
Consent Solicitation. The shares were issued with a price per share of $4.40. The shares were issued in
reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act.
On
February 26, 2021, the Company issued the holder of a promissory note 25,000 shares of restricted Common Stock in consideration
of and as an inducement to forgive the Company from any unintentional payment defaults that occurred through February 26, 2021
in connection with a promissory note dated May 26, 2020. The shares were issued with a price per share of $4.40. The shares were
issued in reliance upon the exemption from registration provided by Section 4(a)(2) under
the Securities Act.
On
February 26, 2021, the Company issued a consultant 25,000 shares of restricted Common Stock in consideration for extending its
Media Advertising Agreement dated February 17, 2021 by an additional month. The shares were issued with a price per share of $4.40.
The shares were issued in reliance upon the exemption from registration provided by Section
4(a)(2) under the Securities Act.
On
February 26, 2021, the Company issued a landlord 30,000 shares of restricted Common Stock as a security deposit for a new three-year
lease on two locations the Company currently leases from the landlord in Texas. The shares were issued with a price per share
of $4.40. The shares were issued in reliance upon the exemption from registration provided
by Section 4(a)(2) under the Securities Act.
On
February 26, 2021, the Company issued the seller of certain assets 25,000 shares of restricted Common Stock in consideration of
and as an inducement to forgive the Company from any unintentional payment defaults that occurred through February 26, 2021 in
connection with the purchase of those assets. The shares were issued with a price per share of $4.40. The shares were issued in
reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act.
On
February 26, 2021, the Company issued the seller of certain assets 25,000 shares of restricted Common Stock in consideration of
and as an inducement to forgive the Company for its current payment default under that certain promissory note dated August 3,
2020 entered into to pay the remainder of the purchase price. The shares were issued with a price per share of $4.40. The shares
were issued in reliance upon the exemption from registration provided by Section 4(a)(2)
under the Securities Act.