Item 3.02 Unregistered Sales of Equity Securities.
On September 30, 2018, nFüsz, Inc. (“we” or “our”) sold and issued an aggregate of 10,213,380 restricted shares of our common stock to our Chief Executive Officer, Rory Cutaia, pursuant to his exercise in full, on a cashless basis, of certain Common Stock Purchase Warrants that we previously granted to him, as follows:
Grant Date Number of Warrant Shares Exercise Price Number of Exercised Shares December 1, 2015 8,920,593 $ 0.07 7,359,489 April 4, 2016 2,452,325 $ 0.07 2,023,168 August 4, 2017 1,329,157 $ 0.15 830,723
On September 30, 2018, we sold and issued an aggregate of 11,264,825 restricted shares of our common stock to Mr. Cutaia, pursuant to his conversion in whole or in part of certain Convertible Promissory Notes that we previously sold to him, as follows:
Sale Date Amount of Debt Converted Conversion Price Number of Converted Shares December 1, 2015 $ 374,665 $ 0.07 5,352,357 April 4, 2016 $ 102,998 $ 0.07 1,471,397 December 1, 2015 $ 189,000 $ 0.07 2,700,000 April 4, 2016 $ 212,875 $ 0.07 1,741,071
We issued the above-referenced shares of our restricted common stock pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. We relied on such exemption as there was only one issuee, our chief executive officer, and no general solicitation. Further, the original grants of the warrants and the original sales of the convertible promissory notes may have constituted the sales of the above-referenced shares. Such grants and sales were also made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act.
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