Underwriters
and Agents; Direct Sales
If
underwriters are used in a sale, they will acquire the offered securities for their own account and may resell the offered securities
from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. We may offer the securities to the public through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate.
Unless
the prospectus supplement states otherwise, the obligations of the underwriters to purchase the securities will be subject to
the conditions set forth in the applicable underwriting agreement. Subject to certain conditions, the underwriters will be obligated
to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment option.
Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may change from time to time.
We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter,
the nature of any such relationship.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities, and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from
us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment
and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus supplement.
Dealers
We
may sell the offered securities to dealers as principals. The dealer may then resell such securities to the public either at varying
prices to be determined by the dealer or at a fixed offering price agreed to with us at the time of resale.
Institutional
Purchasers
We
may authorize agents, dealers or underwriters to solicit certain institutional investors to purchase offered securities on a delayed
delivery basis pursuant to delayed delivery contracts providing for payment and delivery on a specified future date. The applicable
prospectus supplement or other offering materials, as the case may be, will provide the details of any such arrangement, including
the offering price and commissions payable on the solicitations.
We
will enter into such delayed contracts only with institutional purchasers that we approve. These institutions may include commercial
and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions.
Indemnification;
Other Relationships
We
may provide agents, underwriters, dealers and remarketing firms with indemnification against certain civil liabilities, including
liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect
to these liabilities. Agents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with,
or perform services for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.
Market-Making;
Stabilization and Other Transactions
There
is currently no market for any of the offered securities, other than our common stock, which is quoted on the OTC Pink market.
If the offered securities are traded after their initial issuance, they may trade at a discount from their initial offering price,
depending upon prevailing interest rates, the market for similar securities and other factors. While it is possible that an underwriter
could inform us that it intends to make a market in the offered securities, such underwriter would not be obligated to do so,
and any such market-making could be discontinued at any time without notice. Therefore, no assurance can be given as to whether
an active trading market will develop for the offered securities. We have no current plans for listing of the preferred stock,
warrants or subscription rights on any securities exchange or quotation system; any such listing with respect to any particular
preferred stock, warrants or subscription rights will be described in the applicable prospectus supplement or other offering materials,
as the case may be.
Any
underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance
with Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Over-allotment involves sales in
excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions
involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution
is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters
may discontinue any of the activities at any time.
Any
underwriters or agents that are qualified market makers on the OTC Pink market may engage in passive market making transactions
in our common stock on the OTC Pink market in accordance with Regulation M under the Exchange Act, during the business day prior
to the pricing of the offering, before the commencement of offers or sales of our common stock. Passive market makers must comply
with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker
must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered
below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase
limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might
otherwise prevail in the open market and, if commenced, may be discontinued at any time.
Fees
and Commissions
If
5% or more of the net proceeds of any offering of securities made under this prospectus will be received by a FINRA member participating
in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA
Rule 5121.
DESCRIPTION
OF SECURITIES WE MAY OFFER
General
This
prospectus describes the general terms of our capital stock. The following description is not complete and may not contain all
the information you should consider before investing in our capital stock. For a more detailed description of these securities,
you should read the applicable provisions of Nevada law and our amended and restated certificate of incorporation, referred to
herein as our certificate of incorporation, and our amended and restated bylaws, referred to herein as our bylaws. When we offer
to sell a particular series of these securities, we will describe the specific terms of the series in a supplement to this prospectus.
Accordingly, for a description of the terms of any series of securities, you must refer to both the prospectus supplement relating
to that series and the description of the securities described in this prospectus. To the extent the information contained in
the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement.
We,
directly or through agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately,
up to $250,000,000 in the aggregate of:
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common
stock;
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preferred
stock;
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warrants
to purchase our securities;
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subscription
rights to purchase our securities;
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depositary
shares;
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purchase
contracts; or
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units
comprised of, or other combinations of, the foregoing securities.
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The
preferred stock may also be exchangeable for and/or convertible into shares of common stock, another series of preferred stock
or other securities that may be sold by us pursuant to this prospectus or any combination of the foregoing. When a particular
series of securities is offered, a supplement to this prospectus will be delivered with this prospectus, which will set forth
the terms of the offering and sale of the offered securities.
Authorized
Capital Stock; Issued and Outstanding Capital Stock
We
have authorized 2,005,000,000 shares of capital stock, par value $0.001 per share, of which 2,000,000,000 are shares of common
stock and 5,000,000 are shares of preferred stock, 10,000 of which are designated Series A Preferred Stock, 25,000 of which are
designated as Series B Preferred Stock, 25,000 of which are designated as Series C Preferred Stock, 90,000 of which are designated
as Series D Preferred Stock, 10,000 of which are designated as Series E Preferred Stock, 800,000 of which are designated as Series
F Preferred Stock, and 2,600 of which are designated as Series G Preferred Stock. As of January 20, 2021, there were 702,253,178
shares of common stock issued and outstanding, 10,000 shares of Series A Preferred Stock outstanding, 18,025 shares of Series
B Preferred Stock outstanding, 14,425 shares of Series C Preferred Stock outstanding, 90,000 shares of Series D Preferred Stock
outstanding, 10,000 shares of Series E Preferred Stock outstanding, 2,413 shares of Series F Preferred Stock outstanding, and
2,597 shares of Series G Preferred Stock outstanding. The authorized and unissued shares of common stock and the authorized and
undesignated shares of preferred stock are available for issuance without further action by our stockholders, unless such action
is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our
stockholders is so required, our board of directors does not intend to seek stockholder approval for the issuance and sale of
our common stock or preferred stock.
Common
Stock
The
holders of our common stock are entitled to one vote per share. Our certificate of incorporation does not provide for cumulative
voting. At each annual meeting of stockholders, directors are elected for a term of office to expire at the next succeeding annual
meeting of stockholders. The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared
by our board of directors out of legally available funds. However, the current policy of our board of directors is to retain earnings,
if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to
share ratably in all assets that are legally available for distribution. The holders of our common stock have no preemptive, subscription
or conversion rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences
and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of any
series of preferred stock, which may be designated solely by action of our board of directors and issued in the future.
As
of January 20, 2021, 702,253,178 shares of common stock were outstanding.
As
of January 20, 2021, we had options to purchase 821,675,799 shares of common stock that are outstanding, with a weighted average
exercise price of $0.0068, of which 247,804,566 were then exercisable.
We
also have warrants to purchase common stock that are outstanding, which are described below.
As
of January 20, 2021, we also had convertible promissory notes outstanding with a principal balance of $750,000 and $90,000 of
accrued interest outstanding, accruing at 12% per annum, and convertible into shares of common stock at $0.01 per share. The conversion
price of the notes is equal to the closing bid price of the common stock on the trading day immediately preceding the date of
conversion. However, the notes are not convertible except upon an Event of Default (as defined in the notes); no Event of Default
thereunder currently exists. The warrant holders have certain “piggyback” registration rights with respect to shares
of common stock that may become issuable upon conversion of the notes if an Event of Default were to occur.
Preferred
Stock
Outstanding
Preferred Stock
Series
A Preferred
The
Company has designated 10,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock
is convertible into 10,000 shares of the Company’s common stock. The holders of outstanding shares of Series A Preferred
Stock are entitled to receive dividends, payable quarterly, out of any assets of the Corporation legally available therefor, at
the rate of $8 per share annually, payable in preference and priority to any payment of any dividend on the common stock. As of
September 30, 2020, the Company has 10,000 shares of Series A Preferred Stock outstanding. During the nine months ended September
30, 2020 and 2019, we paid dividends of $20,000 and $20,000, respectively, to the holders of Series A Preferred stock. As of September
30, 2020, the balance owed on the Series A Preferred stock dividend was $120,000.
Series
B Preferred
The
Company has designated 25,000 shares of its preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock
has a stated value of $100. The Series B Preferred Stock is convertible into shares of the Company's common stock in amount determined
by dividing the stated value by a conversion price of $0.004 per share. The Series B Preferred Stock does not have voting rights
except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series
B Preferred Stock. As of September 30, 2020, the Company has 18,025 shares of Series B Preferred Stock outstanding.
Series
C Preferred
The
Company has designated 25,000 shares of its preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock
has a stated value of $100. The Series C Preferred Stock is convertible into shares of the Company's common stock by dividing
the stated value by a conversion price of $0.01 per share. The Series C Preferred Stock does not have voting rights except as
required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series C Preferred
Stock. As of September 30, 2020, the Company has 14,425 shares of Series C Preferred Stock outstanding.
Series
D Preferred
The
Company has designated 90,000 shares of its preferred stock as Series D Preferred Stock. Each share of Series D Preferred Stock
has a stated value of $100. The Series D Preferred Stock is convertible into common stock at a ratio of 2,500 shares of common
stock per share of preferred stock, and pays a quarterly dividend, calculated as (1/90,000) x (5% of the Adjusted Gross Revenue)
of the Company’s subsidiary Parscale Digital. Adjusted Gross Revenue shall mean the top line gross revenue of Parscale
Digital, as calculated under GAAP (generally accepted accounting principles) less any reselling revenue attributed to third party
advertising products or service, such as, but not limited to, search engine keyword campaign fees, social media campaign fees,
radio or television advertising fees, and the like. The Series D Preferred Stock does not have voting rights except as required
by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series D Preferred Stock.
As of September 30, 2020, the Company had 90,000 shares of Series D Preferred Stock outstanding. During the nine months ended September
30, 2020, and 2019, we paid dividends of zero, and zero respectively, to the holders of Series D Preferred stock. As of September
30, 2020, the balance owed on the Series D Preferred stock dividend was $237,664, $12,116 of which relates to the quarter ended
September 30, 2020.
Series
E Preferred
The
Company has designated 10,000 shares of its preferred stock as Series E Preferred Stock. Each share of Series E Preferred Stock
has a stated value of $100. The Series E Preferred Stock is convertible into shares of the Company's common stock in an amount
determined by dividing the stated value by a conversion price of $0.05 per share. The Series E Preferred Stock does not have voting
rights except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation
of Series E Preferred Stock. As of September 30, 2020, the Company has 10,000 shares of Series E Preferred Stock outstanding.
Series
F Preferred
The
Company has designated 800,000 shares of its preferred stock as Series F Preferred Stock. Each share of Series F Preferred Stock
has a stated value of $25. The Series F Preferred Stock is not convertible into common stock. The holders of outstanding shares
of Series F Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference
and priority to any payment of any dividend on the Company’s common stock. The Series F Preferred Stock does have voting
rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation.
To the extent it may lawfully do so, the Company may, in its sole discretion, after the first anniversary of the original issuance
date of the Series F Preferred Stock, redeem any or all of the then outstanding shares of Series F Preferred Stock at a redemption
price of $25 per share plus any accrued but unpaid dividends. The Series F Preferred Stock is being offered in connection with
the Company’s offering under Regulation A under the Securities Act of 1933, as amended. As of September 30, 2020, the Company
had 2,413 shares of Series F Preferred Stock outstanding.
Series
G Preferred
On
February 6, 2020, the Company designated 2,600 shares of its preferred stock as Series G Preferred Stock. Each share of Series
G Preferred Stock has a stated value of $100. The Series G Preferred Stock is convertible into shares of the Company's common
stock in an amount determined by dividing the stated value by a conversion price of $0.0019 per share. The Series G Preferred
Stock does not have voting rights except as required by law and with respect to certain protective provisions set forth in the
Certificate of Designation of Series G Preferred Stock. As of September 30, 2020, the Company had 2,597 shares of Series G Preferred
Stock outstanding.
Other
Series of Preferred Stock We May Issue
The
board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders,
to issue from time to time shares of preferred stock in one or more series. Each such series of preferred stock shall have such
number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as determined
by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion
rights and preemptive rights. Issuance of preferred stock by our board of directors may result in such shares having dividend
and/or liquidation preferences senior to the rights of the holders of our common stock and could dilute the voting rights of the
holders of our common stock.
Prior
to the issuance of shares of each series of preferred stock, our board of directors is required by the Nevada Revised Law and
our amended and restated certificate of incorporation to adopt resolutions and file a certificate of designations with the Secretary
of State of the State of Nevada, which fixes for each class or series the designations, powers, preferences, rights, qualifications,
limitations and restrictions. We will file as an exhibit to the registration statement of which this prospectus is a part, or
will incorporate by reference from a current report on Form 8-K that we file with the Commission, the form of any certificate
of designations for the series of preferred stock we are offering before the issuance of the related series of preferred stock.
The prospectus supplement relating to any preferred stock that we may offer will contain the specific terms of the class or series
and of the offering, which terms may include the following:
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the
title and stated value;
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the
number of shares we are offering;
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the
offering price;
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the
number of shares constituting that series, which number may be increased or decreased (but not below the number of shares
then outstanding) from time to time by action of our board of directors;
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the
dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be
cumulative, and, if so, from which date;
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whether
that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting
rights;
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whether
that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as our board of directors may determine;
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whether
or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption;
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whether
that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount
of such sinking fund;
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whether
or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series
or class in any respect;
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the
rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights or priority, if any, of payment of shares of that series;
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preemptive
rights, if any;
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restrictions
on transfer, sale or other assignment, if any;
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whether
interests in the preferred stock will be represented by depositary shares;
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a
discussion of any material or special United States federal income tax considerations applicable to the preferred stock;
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any
limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
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any
other relative rights, preferences and limitations of that series.
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Once
designated by our board of directors, each series of preferred stock may have specific financial and other terms that will be
described in a prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is
not complete without reference to the documents that govern the preferred stock. These include our amended and restated certificate
of incorporation and any certificates of designation that our board of directors may adopt.
All
shares of our preferred stock will, when issued, be fully paid and non-assessable, including shares of our preferred stock issued
upon the exercise of preferred stock warrants or subscription rights, if any.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of our common stock. Preferred stock could be issued quickly with terms designed
to delay or prevent a change in control of our Company or make removal of management more difficult. Additionally, the issuance
of preferred stock could have the effect of decreasing the market price of our common stock.
Although
our board of directors has no intention at the present time of doing so, it could authorize the issuance of a series of preferred
stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.
Warrants
We
may issue warrants to purchase our securities or other rights, including rights to receive payment in cash or securities based
on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other securities that may be sold by us pursuant to this
prospectus or any combination of the foregoing and may be attached to, or separate from, such securities. To the extent warrants
that we issue are to be publicly-traded, each series of such warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
a current report on Form 8-K that we file with the Commission, forms of the warrant and warrant agreement, if any. The prospectus
supplement relating to any warrants that we may offer will contain the specific terms of the warrants and a description of the
material provisions of the applicable warrant agreement, if any. These terms may include the following:
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the
title of the warrants;
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the
aggregate number of warrants;
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the
price or prices at which the warrants will be offered;
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the
designation, amount and terms of the securities or other rights for which the warrants are exercisable;
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the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants
issued with each other security;
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if
applicable, the date on and after which the warrants and the related securities will be separately transferable;
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the
price or prices at which the securities or other rights purchasable upon exercise of the warrants may be purchased;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price
of the warrants;
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the
manner of exercise of the warrants, including any cashless exercise rights;
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the
terms of any rights of us to redeem or call the warrants;
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the
identities of any warrant agent and any calculation or other agent for the warrants;
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a
discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants;
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the
date on which the right to exercise the warrants will commence, and the date on which the right will expire;
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If
any, the maximum or minimum number of warrants that may be exercised at any time;
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information
with respect to book-entry procedures, if any; and
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any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Exercise
of Warrants. Each warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the
exercise price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up
to the close of business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such
prospectus supplement. After the close of business on the expiration date, if applicable, unexercised warrants will become void.
Warrants may be exercised in the manner described in the applicable prospectus supplement. When the warrant holder makes the payment
and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent, if any, or any other
office indicated in the prospectus supplement, we will, as soon as possible, forward the securities or other rights that the warrant
holder has purchased. If the warrant holder exercises less than all of the warrants represented by the warrant certificate, we
will issue a new warrant certificate for the remaining warrants.
Enforceability
of Rights By Holders of Warrants. Any warrant agent will act solely as our agent under the applicable warrant agreement and
will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company
may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any
default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings
at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent
or the holder of any other warrant, enforce by appropriate legal action the holder’s right to exercise, and receive the
securities purchasable upon exercise of, its warrants in accordance with their terms.
Warrant
Agreement Will Not Be Qualified Under Trust Indenture Act. No warrant agreement will be qualified as an indenture, and no
warrant agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore, holders of warrants issued under
a warrant agreement will not have the protection of the Trust Indenture Act with respect to their warrants.
Outstanding
Warrants
As
of January 20, 2021, we had outstanding warrants to purchase 20,912,852 shares of common stock with a weighted average exercise
price of $0.0067 per share, all of which are currently exercisable.
Subscription
Rights
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving
the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or
more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities
remaining unsubscribed for after such rights offering. In connection with a rights offering to holders of our capital stock a
prospectus supplement will be distributed to such holders on the record date for receiving rights in the rights offering set by
us.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
a current report on Form 8-K that we file with the Commission, forms of the subscription rights, standby underwriting agreement
or other agreements, if any. The prospectus supplement relating to any rights that we offer will include specific terms relating
to the offering, including, among other matters:
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the
date of determining the security holders entitled to the rights distribution;
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the
aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights;
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the
exercise price;
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the
aggregate number of rights to be issued;
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the
date, if any, on and after which the rights will be separately transferable;
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the
conditions to completion of the rights offering;
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the
date on which the right to exercise the rights will commence and the date on which the rights will expire;
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any
applicable federal income tax considerations; and
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights.
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Each
right would entitle the holder of the rights to purchase the principal amount of securities at the exercise price set forth in
the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for
the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised
rights will become void.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent, if any, or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all
of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other
than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant
to standby underwriting arrangements, as described in the applicable prospectus supplement.
Depositary
Shares
General.
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we decide to offer fractional
shares of our preferred stock, we will issue receipts for depositary shares. Each depositary share will represent a fraction of
a share of a particular series of our preferred stock, and the applicable prospectus supplement will indicate that fraction. The
shares of preferred stock represented by depositary shares will be deposited under a deposit agreement between us and a depositary
that is a bank or trust company that meets certain requirements and is selected by us. The depositary will be specified in the
applicable prospectus supplement. Each owner of a depositary share will be entitled to all of the rights and preferences of the
preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant
to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of our preferred
stock in accordance with the terms of the offering. We will file as exhibits to the registration statement of which this prospectus
is a part, or will incorporate by reference from a current report on Form 8-K that we file with the Commission, forms of the deposit
agreement, form of certificate of designation of underlying preferred stock, form of depositary receipts and any other related
agreements.
Dividends
and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received by
it in respect of the preferred stock to the record holders of depositary shares relating to such preferred shares in proportion
to the numbers of depositary shares held on the relevant record date.
In
the event of a distribution other than in cash, the depositary will distribute securities or property received by it to the record
holders of depositary shares in proportion to the numbers of depositary shares held on the relevant record date, unless the depositary
determines that it is not feasible to make such distribution. In that case, the depositary may make the distribution by such method
as it deems equitable and practicable. One such possible method is for the depositary to sell the securities or property and then
distribute the net proceeds from the sale as provided in the case of a cash distribution.
Redemption
of Depositary Shares. Whenever we redeem the preferred stock, the depositary will redeem a number of depositary shares
representing the same number of shares of preferred stock so redeemed. If fewer than all of the depositary shares are to be redeemed,
the depositary shares to be redeemed will be selected by lot, pro rata or by any other equitable method as the depositary may
determine.
Voting
of Underlying Shares. Upon receipt of notice of any meeting at which the holders of our preferred stock of any series are
entitled to vote, the depositary will mail the information contained in the notice of the meeting to the record holders of the
depositary shares relating to that series of preferred stock. Each record holder of the depositary shares on the record date will
be entitled to instruct the depositary as to the exercise of the voting rights represented by the number of shares of preferred
stock underlying the holder’s depositary shares. The depositary will endeavor, to the extent it is practical to do so, to
vote the number of whole shares of preferred stock underlying such depositary shares in accordance with such instructions. We
will agree to take all action that the depositary may deem reasonably necessary in order to enable the depositary to do so. To
the extent the depositary does not receive specific instructions from the holders of depositary shares relating to such preferred
shares, it will abstain from voting such shares of preferred stock.
Withdrawal
of Shares. Upon surrender of depositary receipts representing any number of whole shares at the depositary’s office,
unless the related depositary shares previously have been called for redemption, the holder of the depositary shares evidenced
by the depositary receipts will be entitled to delivery of the number of whole shares of the related series of preferred stock
and all money and other property, if any, underlying such depositary shares. However, once such an exchange is made, the preferred
stock cannot thereafter be re-deposited in exchange for depositary shares. Holders of depositary shares will be entitled to receive
whole shares of the related series of preferred stock on the basis set forth in the applicable prospectus supplement. If the depositary
receipts delivered by the holder evidence a number of depositary shares representing more than the number of whole shares of preferred
stock of the related series to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt
evidencing the excess number of depositary shares.
Amendment
and Termination of Depositary Agreement. The form of depositary receipt evidencing the depositary shares and any provision
of the applicable depositary agreement may at any time be amended by agreement between us and the depositary. We may, with the
consent of the depositary, amend the depositary agreement from time to time in any manner that we desire. However, if the amendment
would materially and adversely alter the rights of the existing holders of depositary shares, the amendment would need to be approved
by the holders of at least a majority of the depositary shares then outstanding.
The
depositary agreement may be terminated by us or the depositary if:
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all
outstanding depositary shares have been redeemed; or
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there
has been a final distribution in respect of the shares of preferred stock of the applicable series in connection with our
liquidation, dissolution or winding up and such distribution has been made to the holders of depositary receipts.
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Resignation
and Removal of Depositary. The depositary may resign at any time by delivering to us notice of its election to do so. We may
remove a depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and
its acceptance of appointment.
Charges
of Depositary. We will pay all transfer and other taxes and governmental charges arising solely from the existence of any
depositary arrangements. We will pay all charges of each depositary in connection with the initial deposit of the preferred shares
of any series, the initial issuance of the depositary shares, any redemption of such preferred shares and any withdrawals of such
preferred shares by holders of depositary shares. Holders of depositary shares will be required to pay any other transfer taxes.
Notices.
Each depositary will forward to the holders of the applicable depositary shares all notices, reports and communications from us
which are delivered to such depositary and which we are required to furnish the holders of the preferred stock represented by such
depositary shares.
Miscellaneous.
The depositary agreement may contain provisions that limit our liability and the liability of the depositary to the holders of
depositary shares. Both the depositary and we are also entitled to an indemnity from the holders of the depositary shares prior
to bringing, or defending against, any legal proceeding. We or any depositary may rely upon written advice of counsel or accountants,
or information provided by persons presenting preferred shares for deposit, holders of depositary shares or other persons believed
by us to be competent and on documents believed by us or them to be genuine.
Purchase Contracts
We may issue purchase
contracts, representing contracts obligating holders to purchase from us, and us to sell to the holders, a specific or varying
number of common stock, preferred stock, warrants, depositary shares or any combination of the above, at a future date or dates.
Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific
or varying number of common stock, preferred stock, warrants, depositary shares, or any combination of the above. The price of
the securities and other property subject to the purchase contracts may be fixed at the time the purchase contracts are issued
or may be determined by reference to a specific formula set forth in the purchase contracts. The purchase contracts may be issued
separately or as a part of a unit that consists of (a) a purchase contract and (b) one or more of the other securities that may
be sold by us pursuant to this prospectus or any combination of the foregoing, which may secure the holders’ obligations
to purchase the securities under the purchase contract. The purchase contracts may require us to make periodic payments to the
holders or require the holders to make periodic payments to us. These payments may be unsecured or prefunded and may be paid on
a current or on a deferred basis. The purchase contracts may require holders to secure their obligations under the contracts in
a manner specified in the applicable prospectus supplement.
We will file as
exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report
on Form 8-K that we file with the Commission, forms of the purchase contracts and purchase contract agreement, if any. The applicable
prospectus supplement will describe the terms of any purchase contracts in respect of which this prospectus is being delivered,
including, to the extent applicable, the following:
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whether the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts;
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whether the purchase contracts are to be prepaid or not;
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whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the securities subject to purchase under the purchase contract;
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any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts;
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whether the purchase contracts will be issued in fully registered or global form; and
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any applicable federal income tax considerations; and
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Units
We may issue units
consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence
each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements with
a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name and address of
the unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific unit agreements,
if any, will contain additional important terms and provisions. We will file as an exhibit to the registration statement of which
this prospectus is a part, or will incorporate by reference from a current report that we file with the Commission, the form of
unit and the form of each unit agreement, if any, relating to units offered under this prospectus.
If we offer any
units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation,
the following, as applicable
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the title of the series of units;
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identification and description of the separate constituent securities comprising the units;
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the price or prices at which the units will be issued;
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the date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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a discussion of certain United States federal income tax considerations applicable to the units; and
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any other material terms of the units and their constituent securities.
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Anti-takeover Effects of Our Articles
of Incorporation and By-laws
Our Articles of Incorporation and Bylaws
contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring
control of our Company or changing our Board of Directors and management. According to our Bylaws and Articles of Incorporation,
neither the holders of our common stock nor the holders of our preferred stock have cumulative voting rights in the election of
our directors. The combination of the present ownership by a few stockholders of a significant portion of our issued and outstanding
common stock and lack of cumulative voting makes it more difficult for other stockholders to replace our Board of Directors or
for a third party to obtain control of our Company by replacing our Board of Directors.
Anti-takeover Effects of Nevada Law
Business Combinations
The “business combination”
provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation
with at least 200 stockholders of record, a “resident domestic corporation,” from engaging in various “combination”
transactions with any “interested stockholder” unless certain conditions are met or the corporation has elected in
its articles of incorporation to not be subject to these provisions.
A “combination” is generally
defined to include (a) a merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic
corporation with the interested stockholder or affiliate or associate of the interested stockholder; (b) any sale, lease, exchange,
mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, by the resident domestic corporation
or any subsidiary of the resident domestic corporation to or with the interested stockholder or affiliate or associate of the interested
stockholder having: (i) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the resident
domestic corporation, (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares
of the resident domestic corporation, or (iii) 10% or more of the earning power or net income of the resident domestic corporation;
(c) the issuance or transfer in one transaction or series of transactions of shares of the resident domestic corporation or any
subsidiary of the resident domestic corporation having an aggregate market value equal to 5% or more of the resident domestic corporation
to the interested stockholder or affiliate or associate of the interested stockholder; and (d) certain other transactions with
an interested stockholder or affiliate or associate of the interested stockholder.
An “interested stockholder”
is generally defined as a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more
of a corporation’s voting stock. An “affiliate” of the interested stockholder is any person that directly or
indirectly through one or more intermediaries is controlled by or is under common control with the interested stockholder. An “associate”
of an interested stockholder is any (a) corporation or organization of which the interested stockholder is an officer or partner
or is directly or indirectly the beneficial owner of 10% or more of any class of voting shares of such corporation or organization;
(b) trust or other estate in which the interested stockholder has a substantial beneficial interest or as to which the interested
stockholder serves as trustee or in a similar fiduciary capacity; or (c) relative or spouse of the interested stockholder, or any
relative of the spouse of the interested stockholder, who has the same home as the interested stockholder.
If applicable, the prohibition is for a
period of two years after the date of the transaction in which the person became an interested stockholder, unless such transaction
is approved by the board of directors prior to the date the interested stockholder obtained such status; or the combination is
approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders
representing at least 60% of the outstanding voting power held by disinterested stockholders; and extends beyond the expiration
of the two-year period, unless (a) the combination was approved by the board of directors prior to the person becoming an interested
stockholder; (b) the transaction by which the person first became an interested stockholder was approved by the board of directors
before the person became an interested stockholder; (c) the transaction is approved by the affirmative vote of a majority of the
voting power held by disinterested stockholders at a meeting called for that purpose no earlier than two years after the date the
person first became an interested stockholder; or (d) if the consideration to be paid to all stockholders other than the interested
stockholder is, generally, at least equal to the highest of: (i) the highest price per share paid by the interested stockholder
within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it
became an interested stockholder, whichever is higher, plus compounded interest and less dividends paid, (ii) the market value
per share of common shares on the date of announcement of the combination and the date the interested stockholder acquired the
shares, whichever is higher, plus compounded interest and less dividends paid, or (iii) for holders of preferred stock, the highest
liquidation value of the preferred stock, plus accrued dividends, if not included in the liquidation value. With respect to (i)
and (ii) above, the interest is compounded at the rate for one-year United States Treasury obligations from time to time in effect.
Applicability of the Nevada business combination
law would discourage parties interested in taking control of our company if they cannot obtain the approval of our board of directors.
These provisions could prohibit or delay a merger or other takeover or change in control attempt and, accordingly, may discourage
attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at
a price above the prevailing market price.
Control Share Acquisitions
The “control share” provisions
of Sections 78.378 to 78.3793, inclusive, of the NRS, apply to “issuing corporations,” which are Nevada corporations
with at least 200 stockholders of record, including at least 100 stockholders of record who are Nevada residents, and which conduct
business directly or indirectly in Nevada, unless the corporation has elected to not be subject to these provisions.
The control share statute prohibits an
acquirer of shares of an issuing corporation, under certain circumstances, from voting its shares of a corporation’s stock
after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s
disinterested stockholders. The statute specifies three thresholds: (a) one-fifth or more but less than one-third, (b) one-third
but less than a majority, and (c) a majority or more, of the outstanding voting power. Generally, once a person acquires shares
in excess of any of the thresholds, those shares and any additional shares acquired within 90 days thereof become “control
shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These
provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority
or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares
are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’
rights.
A corporation may elect to not be governed
by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws,
provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling
interest, that is, crossing any of the three thresholds described above. We have not opted out of the control share statutes.
The effect of the Nevada control share
statute is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights
in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control
share law, if applicable, could have the effect of discouraging takeovers of our company.
Listing
Our common stock is traded on OTC Pink
market under the symbol “CLWD.”
Company Shelf Offering
Before, simultaneous with or after the
offering by the Selling Stockholders of any our securities described in this selling stockholder prospectus, we may offer and sell,
either individually or in combination, in one or more offerings, any of the securities described in the Shelf Prospectus, for total
gross proceeds of up to $100,000,000 (the “Company Securities”). Any sale of Company Securities by us could adversely
affect the price and liquidity of, and demand for, our securities.
***
SELLING STOCKHOLDERS
This selling stockholder prospectus relates
to the resale from time to time by the selling stockholder identified herein of up to an aggregate of up to 38,001,563 Resale
Shares and 10,912,852 Resale Warrant Shares.
We sold the Resale Shares and the Resale
Warrants to purchase 7,500,000 Resale Warrant Shares to two of the Selling Stockholders pursuant to securities purchase agreements
entered into in October and December 2020. Under those agreements, we sold to the Selling Stockholders convertible promissory notes
in the aggregate principal amount of $750,000 (which the principal amount may be increased pursuant to the terms of the notes),
convertible into shares of our common stock on the terms set forth therein, as well as the Resale Shares and the Resale Warrants
to purchase the Resale Warrant Shares. These Resale Warrants are currently exercisable at an exercise price of $0.0067 per share.
We issued Resale Warrants to purchase 3,412,852 Resale Warrant Shares as compensation to a registered broker-dealer, J.H. Darbie
& Co., Inc., that assisted in the placement of the Resale Shares, Resale Warrants and convertible promissory notes under the
securities purchase agreements. These Resale Warrants are currently exercisable at an exercise price of $0.0072 per share with
respect to 989,583 of the Resale Warrant Shares, and $0.01176 per share with respect to 2,423,269 of the Resale Warrant Shares
The offer and sale of these securities were exempt from registration under the Securities Act. We are registering the Resale Shares
and Resale Warrant Shares pursuant to our agreement with the holders granting them “piggyback” registration rights.
Issuances of the
Resale Warrant Shares will not affect the rights or privileges of our existing stockholders, except that the economic and voting
interests of each of our existing stockholders will be diluted as a result of any exercise of the Resale Warrants. Although the
number of shares of Common Stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders
will represent a smaller percentage of our total outstanding shares upon any exercise of the Resale Warrants.
The Resale Securities are being registered
to permit public sales of the Resale Securities, and the Selling Stockholders may offer the Resale Securities for resale from time
to time pursuant to this selling stockholder prospectus. The Selling Stockholders may also sell, transfer or otherwise dispose
of all or a portion of their respective Resale Securities in transactions exempt from the registration requirements of the Securities
Act or pursuant to another effective registration statement covering those Resale Securities.
The table below sets forth certain information
regarding the Selling Stockholders and the Resale Securities offered in this selling stockholder prospectus. Except for the entry
into the securities purchase agreements for the Resale Shares and the Resale Warrants, and a cash brokerage commission paid and
Resale Warrants issued to J.H. Darbie & Co., Inc., in connection with those transactions, none of the Selling Stockholders
have had a material relationship with us within the past three years.
Beneficial ownership is determined in accordance
with the rules of the SEC. The Selling Stockholders’ percentage of ownership of our outstanding shares in the table below
is based upon 702,253,178 shares of Common Stock issued and outstanding as of January 20, 2021.
Name of Selling
Stockholder
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Number of
Shares of
Common Stock
Beneficially
Owned Before
this Offering(1)
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Percentage of
Common Stock
Beneficially
Owned Before
this Offering
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Shares of
Common
Stock
Offered in
this Offering
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Shares of
Common Stock
Beneficially
Owned After
this Offering (2)
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Percentage of
Common Stock
Beneficially
Owned After
this Offering(2)
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EMA Financial, LLC
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7,269,230
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(3)
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1.0
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%
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7,269,230
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-
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-
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%
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J.H. Darbie & Co., Inc.
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3,412,852
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(4)
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0.5
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%
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3,412,852
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-
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-
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%
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Labrys Fund, LP
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38,232,333
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(5)
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5.4
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%
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38,232,333
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-
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-
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%
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Total
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48,914,415
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48,914,415
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(1)
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Under applicable SEC rules, a person is deemed to beneficially
own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through
the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the “beneficial owner”
of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power
to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition,
of the security, in each case, irrespective of the person’s economic interest in the security. To our knowledge, subject
to community property laws where applicable, each person named in the table has sole voting and investment power with respect
to the shares of Common Stock shown as beneficially owned by such Selling Stockholder, except as otherwise indicated in the footnotes
to the table.
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(2)
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Represents the amount of shares that will be held by
the Selling Stockholder after completion of this offering based on the assumptions that (a) all Resale Securities registered for
sale by the registration statement of which this selling stockholder prospectus is part will be sold, (b) no other shares of Common
Stock are acquired or sold by the Selling Stockholder prior to completion of this offering and (c) apart from the issuance of
the Resale Warrant Shares, the number of outstanding shares of our Common Stock does not increase, including as a result of the
simultaneous public offering. However, each Selling Stockholder may sell all, some or none of the Resale Securities offered pursuant
to this selling stockholder prospectus and may sell other shares of Common Stock that they may own pursuant to another registration
statement under the Securities Act or sell some or all of their shares pursuant to an exemption from the registration provisions
of the Securities Act, including under Rule 144.
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(3)
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Represents 5,769,230 Resale Shares and 1,500,000 Resale
Warrant Shares.
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(4)
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Represents 3,412,852 Resale Warrant Shares. The Selling
Stockholder is a broker-dealer registered with FINRA and may be deemed to be un “underwriter” within the meaning of
the Securities Act, and any commissions or discounts given to such Selling Stockholder may be regarded as underwriting commissions
or discounts under the Securities Act. The Selling Stockholder has represented to us that the shares being registered for resale
were acquired in the ordinary course of business and, at the time of acquisition, the Selling Stockholder had no agreements or
understandings, directly or indirectly, with any person to distribute the shares.
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(5)
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Represents 32,232,333 Resale Shares and 6,000,000 Resale
Warrant Shares.
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PLAN OF DISTRIBUTION
The Selling Stockholders may, from time
to time, sell any or all of their Resale Securities on any stock exchange, market or trading facility on which the shares are traded
or in private transactions. If the Resale Securities are sold through underwriters, the Selling Stockholders will be responsible
for underwriting discounts or commissions or agent’s commissions. The Resale Securities may be sold at prevailing market
prices or privately negotiated prices, at prevailing market prices at the time of the sale, at varying prices determined at the
time of sale or at negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares:
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ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt
to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale
by the broker-dealer for its account;
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an exchange distribution in accordance with the rules
of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales entered into after the effective
date of the registration statement of which this selling stockholder prospectus is a part;
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in transactions through broker-dealers that agree with
the Selling Stockholder to sell a specified number of such securities at a stipulated price per security;
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through the writing or settlement of options or other
hedging transactions, whether through an options exchange or otherwise;
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a combination of any such methods of sale; or
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any other method permitted pursuant to applicable law.
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The Selling Stockholders may also sell
shares under Rule 144 under the Securities Act, if available, rather than under this selling stockholder prospectus. In general,
a person who has beneficially owned restricted shares of Common Stock for at least six months, in the event we have been a reporting
company under the Exchange Act for at least 90 days, would be entitled to sell such securities, provided that such person is not
deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the three months
preceding the sale.
The Selling Stockholders may also engage
in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may
sell or deliver shares in connection with these trades.
Broker-dealers engaged by the Selling
Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts
to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types
of transactions involved. Any profits on the Resale Securities by a broker-dealer acting as principal might be deemed to be underwriting
discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable
to the sale of the Resale Securities will be borne by a Selling Stockholder. The Selling Stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales of the Resale Securities if liabilities are imposed
on that person under the Securities Act.
In connection with the sale of the Resale
Securities, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short
sales of shares of our Common Stock in the course of hedging in positions they assume. The Selling Stockholders may also sell Resale
Securities short and deliver shares of our Common Stock covered by this selling stockholder prospectus to close out short positions
and to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge the Resale
Securities to broker-dealers that in turn may sell such shares.
The Selling Stockholders may from time
to time pledge or grant a security interest in some or all of their Resale Securities and, if a Selling Stockholder defaults in
the performance of its secured obligations, the pledgees or secured parties may offer and sell the Resale Securities from time
to time under this selling stockholder prospectus after we have filed an amendment to this selling stockholder prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgee,
transferee or other successors in interest as a Selling Stockholder under this selling stockholder prospectus.
The Selling Stockholders also may transfer
the Resale Securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this selling stockholder prospectus and may sell the Resale Securities from time to time
under this selling stockholder prospectus after we have filed an amendment to this selling stockholder prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of Selling Stockholders to include the pledgees, transferees
or other successors in interest as a Selling Stockholder under this selling stockholder prospectus. The Selling Stockholders also
may transfer and donate the Resale Securities in other circumstances in which case the transferees, donees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this selling stockholder prospectus.
The Selling Stockholders and any broker-dealers
or agents that are involved in selling the Resale Securities may be deemed to be an “Underwriter” within the meaning
of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed
to, such broker-dealers or agents and any profit realized on the Resale Securities purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. At the time a particular offering of the Resale Securities is made, a prospectus
supplement, if required, will be distributed which will set forth the aggregate amount of Resale Securities being offered and the
terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms
constituting compensation from the Selling Stockholders and any discounts, commissions or concessions allowed or re-allowed or
paid to broker-dealers. Under the securities laws of some states, the Resale Securities may be sold in such states only through
registered or licensed brokers or dealers. In addition, in some states the Resale Securities may not be sold unless such shares
have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is
complied with. There can be no assurance that the Selling Stockholders will sell any or all of the Resale Securities registered
pursuant to the registration statement, of which this selling stockholder prospectus forms a part.
The Selling Stockholders have informed
us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute the Resale Securities.
At the time of the purchase of the Resale Securities, they had no agreements, plans or understandings, directly or indirectly,
with any person to distribute the securities.
We are required to pay all fees and expenses
incident to the registration of the Resale Securities. We are not obligated to pay any of the expenses of any attorney or other
advisor engaged by the Selling Stockholders.
If we are notified by a Selling Stockholder
that any material arrangement has been entered into with a broker-dealer for the sale of their Resale Securities, we will file
a post-effective amendment to the registration statement. If a Selling Stockholder uses this selling stockholder prospectus for
any sale of its Resale Securities, it will be subject to the prospectus delivery requirements of the Securities Act.
The anti-manipulation rules of Regulation
M under the Exchange Act may apply to sales of the Resale Securities and activities of the Selling Stockholders, which may limit
the timing of purchases and sales of any of the Resale Securities by the Selling Stockholders and any other participating person.
Regulation M may also restrict the ability of any person engaged in the distribution of the Resale Securities to engage in passive
market-making activities with respect to the Resale Securities. Passive market making involves transactions in which a market maker
acts as both our underwriter and as a purchaser of our Common Stock in the secondary market. All of the foregoing may affect the
marketability of the Resale Securities and the ability of any person or entity to engage in market-making activities with respect
to the Resale Securities.
Once sold under the registration statement,
of which this selling stockholder prospectus forms a part, the Resale Securities will be freely tradable in the hands of persons
other than our affiliates.