Replies to post #14016 on Endonovo Therapeutics Inc (ENDV)

[sello]

It is in the 10-q, we have a private investor and the financing and consolidation has begun. You are correct.

Unregistered Sales of Equity Securities and Use of Proceeds.

Number of
Common Shares Source of
Issued Payment Amount
747,336 Services $ 35,089
27,319 Note extension $ 1,448
9,730,575 Cash $ 200,000
75,624,939 Conversion of notes $ 2,824,307
3,000,000 Settlement of Liabilities $ 128,450

The above issuances of securities during the three months ended March 31, 2017 were exempt from registration pursuant to Section 4(2), and/or Regulation D promulgated under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.