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Item 3.02
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Unregistered Sales of Equity Securities.
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On December 11, 2019, the Company issued 5,188,191
shares of common stock to Carebourn Capital, L. P. (“Carebourn”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $3,424 interest portion of, the Company’s convertible promissory note issued
to Carebourn on August 29, 2018.
On December 11, 2019, the Company
issued 6,464,000 shares of common stock to Auctus Fund LLC (“Auctus”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $2,603 interest portion and $500 of fees of, the Company’s convertible promissory
note issued to Auctus on November 15, 2018.
On December 11, 2019, the Company issued 6,435,450
shares of common stock to GS Capital Partners, LLC (“GS Capital”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $4,450 principal portion and $402 interest portion of, the Company’s convertible
promissory note issued to GS Capital on March 7, 2019.
On December 13, 2019, the Company
issued 7,107,896 shares of common stock to Auctus in partial satisfaction of its obligations under, and the holder’s election
to convert a $2,912 interest portion and $500 of fees of, the Company’s convertible promissory note issued to Auctus on November
15, 2018.
On December 17, 2019, the Company
issued 7,721,500 shares of common stock to Auctus in partial satisfaction of its obligations under, and the holder’s election
to convert a $3,206 interest portion and $500 of fees of, the Company’s convertible promissory note issued to Auctus on November
15, 2018.
On December 18, 2019, the Company issued 7,300,000
shares of common stock to Crown Bridge Partners, LLC (“Crown Bridge”) in partial satisfaction of its obligations under,
and the holder’s election to convert a $3,515 principal portion and $500 of fees of, the Company’s convertible promissory
note issued to Crown Bridge on February 5, 2019.
On December 19, 2019, the Company issued 5,188,190
shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder’s election to convert
a $3,165 principal portion of, the Company’s convertible promissory note issued to Carebourn on August 29, 2018.
On December 19, 2019, the Company
issued 8,471,087 shares of common stock to Auctus in partial satisfaction of its obligations under, and the holder’s election
to convert a $1,727 principal portion, $1,670 interest portion and $500 of fees of, the Company’s convertible promissory
note issued to Auctus on November 15, 2018.
On December 23, 2019, the Company
issued 9,152,587 shares of common stock to Auctus in partial satisfaction of its obligations under, and the holder’s election
to convert a $2,525 principal portion, $1,185 interest portion and $500 of fees of, the Company’s convertible promissory
note issued to Auctus on November 15, 2018.
On December 27, 2019, the Company
issued 9,609,381 shares of common stock to Auctus in partial satisfaction of its obligations under, and the holder’s election
to convert a $2,653 principal portion, $884 interest portion and $500 of fees of, the Company’s convertible promissory note
issued to Auctus on November 15, 2018.
On December 27, 2019, the Company issued 7,252,369
shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder’s election to convert
a $3,989 principal portion of, the Company’s convertible promissory note issued to Carebourn on August 29, 2018.
On December 27, 2019, the Company issued 9,600,000
shares of common stock to Crown Bridge in partial satisfaction of its obligations under, and the holder’s election to convert
a $4,300 principal portion and $500 of fees of, the Company’s convertible promissory note issued to Crown Bridge on February
5, 2019.
These issuances of these shares of Company
common stock were made in reliance on the exemption from registration provided by Sections 3(a)(9), 4(a)(1) and 4(a)(2) of the
Securities Act as the common stock was issued in exchange for debt securities of the registrant held by each shareholder for the
requisite holding period, there was no additional consideration for the exchange, there was no remuneration for the solicitation
of the exchange, there was no general solicitation, and the transactions did not involve a public offering.