Item
3.02 Unregistered Sales of Equity Securities.
Sales
of Preferred Shares
Between
September 13, 2022 and October 24, 2022, the Company entered into subscription agreements with certain accredited investors pursuant
to which the Company sold an aggregate of 5.7 shares of the Company’s Series Y preferred stock for an aggregate purchase price
of $572,000. The Company also issued an aggregate of 4,576,000 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
On
September 26, 2022, holders of the Company’s Series L preferred stock converted an aggregate of 100 Series L shares into an aggregate
of 7,913,845 shares, including make-good shares, of the Company’s common stock.
Between
September 28, 2022 and October 20, 2022, holders of the Company’s Series Y preferred stock converted an aggregate of 4 Series Y
shares into an aggregate of 30,003,189 shares, including make-good shares, of the Company’s
common stock.
On
September 29, 2022, holders of the Company’s Series P preferred stock converted an aggregate of 21 Series P shares into an aggregate
of 3,369,965 shares, including make-good shares, of the Company’s common stock.
On
September 30, 2022, holders of the Company’s Series R preferred stock converted an aggregate of 105 Series R shares into an aggregate
of 10,726,746 shares, including make-good shares, of the Company’s common stock.
On
October 25, 2022, holders of the Company’s Series U preferred stock converted an aggregate of 100 Series U shares into an aggregate
of 5,686,545 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
September 21, 2022 and October 21, 2022, the Company issued to consultants and one employee an aggregate of 14,840,512 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.
Dividends
in Shares of Common Stock
On
September 30, 2022, the Company issued an aggregate of 197,156 shares of the Company’s common stock as dividends to certain holders
of Series O preferred 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.