Data443 Risk Mitigation Inc (ATDS)

[Bubae]

Looks like nearly all of the regulation "D" offering became eligible about the same time as when Jason repriced the shares down to .02. I doubt that this will be the last time that he does this because he needs to move around 45.6 million shares at that price or higher. Look for the restricted shares outstanding to decline as they convert. Remember that Jason did a deal in 2020 to sell $1 million worth of stock at .0006. So Jason still has plenty of room for the regulation "D" price adjustments and the games that he is playing now.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


During the three months ended September 30, 2022, we issued shares of our common stock as follows, pursuant to exemption from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder:


> On July 26, 2022, we issued 31,019 shares of our common stock to One44 Capital, LLC pursuant to an agreement with One44 Capital, LLC. The issuance was exempt under Section 4(a)(2) of the Securities Act.

? On August 18, 2022, we issued 27,322 shares of our common stock to Fast Capital, LLC pursuant to an agreement with Fast Capital, LLC. The issuance was exempt under Section 4(a)(2) of the Securities Act.

> On August 19, 2022, we issued 23,460 shares of our common stock to Allan S. Brantley pursuant to an agreement with Allan S. Brantley. The issuance was exempt under Section 4(a)(2) of the Securities Act.

> On September 14, 2022, we issued 11,111 shares of our common stock to Red Road Holdings Corporation pursuant to an agreement with Red Road Holdings Corporation. The issuance was exempt under Section 4(a)(2) of the Securities Act.

>On September 21, 2022, we issued 30,700 shares of our common stock to SJSS Investments pursuant to an agreement with SJSS Investments. The issuance was exempt under Section 4(a)(2) of the Securities Act.


> Between August 25, 2022, and September 30, 2022, we subscribed 829,000 shares of our common stock to certain accredited investors pursuant to a private placement offering. The issuance was exempt under Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D.


For the fiscal year ended: December 31, 2022
https://www.otcmarkets.com/filing/html?id=16432850&guid=gFA-k6fu0R9DB3h

Between August 25, 2022, and November 7, 2022, we sold 931,000 shares of Common Stock to 39 accredited investors in a private placement offering, in exchange for $931,000.



Form 8K
https://www.otcmarkets.com/filing/html?id=16510566&guid=NiA-kq-5bLW3Qth

... we offered and sold to the Investors a total of 931,000 shares of our common stock, par value $0.001 (the “Common Stock”), at a purchase price of $1.00 per share, for aggregate gross proceeds of approximately $931,000....

On March 17, 2023, we amended the terms of the Original SPA (as amended, the “Amended SPA”). Under the Amended SPA, the number of shares received by each Investor will be multiplied by 50.


2020 Triton 8K
https://www.otcmarkets.com/filing/html?id=14568802&guid=-3m-kW1ZyVVaJth

....The total purchase price to be paid by Triton at each closing will be determined by multiplying the number of Purchased Shares to be sold by the Company in the Purchase Notice by the purchase price per share, which is $0.006 per share. However, in no event will Triton be obligated to purchase common stock when the closing price for the Company’s common stock is less than $0.009 per share. Triton is obligated to acquire no more than an aggregate offering price of $1 million.


Private Placements under Regulation D – Investor Bulletin
https://www.sec.gov/oiea/investor-alerts-and-bulletins/private-placements-under-regulation-d-investor-bulletin

One rule investors commonly rely on to resell restricted securities requires you to hold the restricted securities for at least a year if the company does not file periodic reports (such as annual and quarterly reports) with the SEC and six months if the company does file periodic reports with the SEC.