Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 27, 2015, the Company received approval from the Listing Qualification Department of The NASDAQ Capital Market (“Nasdaq”) to transfer the listing of the Company’s Common Stock from the OTCQB to the Nasdaq. This transfer was effective November 13, 2015. The Company’s Common Stock will continue to trade under the symbol “COYN.” Additionally, Nasdaq has listed the Warrants under the symbol “COYNW.”
Item 3.02 Unregistered Sales of Equity Securities.
Note Conversions
On October 2, 2015, October 5, 2015, October 9, 2015, October 14, 2015, October 15, 2015, October 21, 2015, November 3, 2015, November 9, 2015, November 10, 2015 and November 13, 2015, we issued an aggregate of 268,235 shares of our common stock to 33 persons upon the conversion of $1,131,825.27 of notes payable and $143,765 trade payables. Such conversions were exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act based on our belief that the shares of common stock were exchanged by existing note holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the conversion.
Conversion of Private Placement Convertible Promissory Notes and Warrants
On November 18, 2015 we issued 354,000 shares of our common stock, in the aggregate, upon the conversion of convertible promissory notes we issued during the summer of 2015 held by 30 persons. Such issuances were exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act based on our belief that the shares of common stock were exchanged by existing note holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the conversion.
Series B Preferred Stock and Warrant Conversions
On November 13, 2015 we issued 360,000 shares of our common stock, in the aggregate, upon the conversion of Series B Preferred Stock and the exercise of Series B Warrants held by ten persons. Such issuances were exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act based on our belief that the shares of common stock were exchanged by existing note holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the conversion.
Additionally, we issued an additional 60,000 shares of our common stock, in the aggregate, to the same ten persons upon such conversion. Such issuances were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act based on our belief that our common stock was sold to a limited number of financially sophisticated persons that were given access to information relevant to their potential investment. We had a substantive, pre-existing relationship with each of the persons and no general solicitation or advertising was involved.
Other Warrant Issuances
On November 13, 2015 we issued warrants to purchase an aggregate of 146,895 shares of our common stock at an exercise price of $3.125 per share to 9 persons. Such issuances were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act based on our belief that our common stock was sold to a limited number of financially sophisticated persons that were given access to information relevant to their potential investment. We had a substantive, pre-existing relationship with each of the persons and no general solicitation or advertising was involved.
