Item 3.02 Unregistered Sales of Equity Securities.
Sales of Preferred
Shares
Between August 17, 2022 and
September 12, 2022, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company
sold an aggregate of 6.4 shares of the Company’s Series Y preferred stock for an aggregate purchase price of $637,077. The Company
also issued an aggregate of 5,096,616 warrants to these investors.
In connection with the foregoing, the Company
relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public
offering.
Conversion of Preferred Shares
Between August 17, 2022 and August 31, 2022, holders
of the Company’s Series Y preferred stock converted an aggregate of 4.8 Series Y shares into an aggregate of 23,276,786 shares of
the Company’s common stock.
Between August 19, 2022 and September 6, 2022,
holders of the Company’s Series U preferred stock converted an aggregate of 125 Series U shares into an aggregate of 4,806,655 shares
of the Company’s common stock.
On September 6, 2022, holders of the Company’s
Series L preferred stock converted an aggregate of 50 Series L shares into an aggregate of 1,258,812 shares of the Company’s common
stock.
On September 6, 2022, holders of the Company’s
Series O preferred stock converted an aggregate of 25 Series O shares into an aggregate of 1,258,812 shares of the Company’s common
stock.
On September 6, 2022, holders of the Company’s
Series P preferred stock converted an aggregate of 6 Series P shares into an aggregate of 157,352 shares of the Company’s common
stock.
On September 6, 2022, holders of the Company’s
Series R preferred stock converted an aggregate of 100 Series R shares into an aggregate of 5,035,247 shares of the Company’s common
stock.
On September 6, 2022, holders of the Company’s
Series W preferred stock converted an aggregate of 100 Series W shares into an aggregate of 5,035,248 shares of the Company’s common
stock.
In connection with the foregoing, the Company
relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public
offering.
Issuance of Common Stock
Between
August 18, 2022 and August 29, 2022, the Company entered into settlement agreements with certain accredited investors pursuant to which
the Company issued an aggregate of 2,165,537 shares of the Company’s common stock in settlement of certain claims with such persons.
Between August 31, 2022 and September 12, 2022, the
Company issued to consultants an aggregate of 2,459,942 shares of the Company’s common stock for services.
In connection with the foregoing, the Company relied upon the exemption
from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.