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Re: None

Tuesday, 02/27/2018 12:25:44 PM

Tuesday, February 27, 2018 12:25:44 PM

Post# of 1045
The Company has conducted private placement offerings to “accredited investors” (as that term is defined under Rule 501 Regulation D) and as of February 20, 2018, the Company has raised equity capital (the “Equity Raises”) as set forth in the table below. To date, no shares have been issued in connection with the Equity Raises, which were conducted in reliance upon the exemptions under Section 4(2) of the Act and Regulation D promulgated by the SEC under the Act.



Shares (1) Price
Per Share (1) Warrants (1) Warrant
Exercise
Price Per Share (1)
Total

Capital
Raised



$0.05 Financing (2) 4,000,000 $0.05 2,000,000 $0.25 $ 200,000
$0.10 Financing (3) 6,175,000 $0.10 3,237,500 $0.25 $ 617,500
$1.25 Financing (4) 2,841,300 $1.25 – - $ 3,551,625
13,016,300 5,237,500 $ 4,369,125


(1) Share and warrant quantities and their respective per-share prices have been retroactively adjusted for the forward 2-for-1 split on January 16, 2018.
(2) The $0.05 Financing commenced on November 15, 2017, pursuant to which the Company raised $200,000 from 2 accredited investors. As part of the investment in $0.05 Financing, we issued and sold 2,000,000 units, each consisting of two (2) shares of common stock and one (1) warrant exercisable for 3 years at an exercise price of $0.25.
(3) The $0.10 Financing commenced on November 21, 2017, pursuant to which the Company raised $617,500 from 54 accredited investors. As part of the investment in $0.10 Financing, we issued and sold 3,087,500 units, each consisting of two (2) shares of common stock and one (1) warrant exercisable for 3 years at an exercise price of $0.25.
(4) The $1.25 Financing commenced on November 30, 2017. The Company expects to close this round by February 28, 2018. The Company has raised $3,551,625 from 124 accredited investors. As part of the investment in $1.25 Financing, we issued and sold 2,841,300 shares of common stock. No warrants were issued with this round.


The Company intends to continue to seek to raise additional equity capital through private placement of shares and/or units consisting of shares and warrants to accredited investors.