Thursday, December 07, 2017 12:57:54 PM
As discussed in Note 4, on July 25, 2017, we entered into Securities Exchange and Preferred Stock Agreements (the “PS Exchange Agreements”) with two accredited investors (together, the “PS Exchangers”). Under the PS Exchange Agreements, as amended, the PS Exchangers agreed to exchange certain promissory notes issued us to them into shares of our Series B Convertible Preferred Stock automatically upon us completing a reverse stock split of our common stock with FINRA. On October 5, 2017, FINRA took our reverse stock split effective at the open of market. As a result, on October 5, 2017, we issued the PS Exchangers, the following shares of our Series B Convertible Preferred stock: 214,966 shares to Accredited Investor #1, 1,942,322 shares and 51,094 shares to Accredited Investor #2. Also, one of the promissory notes with PS Exchangers remained open until it was closed on October 10, 2017. On October 10, 2017, we issued the 454,800 preferred shares to Accredited Investor #2. Each share of our Series B Convertible Preferred Stock is convertible into 50 shares of our common stock, but the PS Exchangers cannot convert their shares if such conversion would cause the holder to beneficially own more than 4.99% of our then-outstanding common stock.
Preferred Stock Conversion
On November 9, 2017, we received a notice from Accredited Investor #2, who is a shareholder of our Series B Preferred Stock, to convert 11,300 shares of Series B Preferred Stock into Common Stock. Each share of Series B Preferred Stock is convertible into 50 shares of Common Stock, and the 565,000 shares of Common Stock will be issued to the Accredited Investor within 5 business days from receiving the notice.
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