Between November 13, 2018 and December 7, 2018, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 65 shares of the Company’s Series F preferred stock for an aggregate purchase price of $65,000.
In connection with the Series F Certificate of Designation and subscription agreements entered into with investors, between November 13, 2018 and December 7, 2018, the Company issued an aggregate of 17,608,696 shares of its common stock to certain holders of its Series F preferred stock.
The securities referenced above were offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, and Rule 506(c) of Regulation D promulgated under the Securities Act.
Conversion of Notes
As previously reported, the Company entered into agreements by and between the Company and various investors by which investors hold convertible promissory notes convertible into shares of the Company’s common stock. On December 3, 2018, holders of convertible promissory notes converted an aggregate principal and interest amount of $38,594 into an aggregate of 70,171,258 shares of the Company’s common stock.
The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.
Consultant Issuances
Between November 19, 2018 and November 30, 2018, the Company issued to consultants an aggregate of 8,522,727 shares of the Company’s common stock and 7,500,000 shares of the Company’s Series D-1 preferred stock for services.
The securities referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.
Make Good Issuances
In connection with certain one-time make good agreements, on November 30, 2018, the Company issued an aggregate of 12,991,202 shares of its common stock to certain holders of its common stock.
The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.
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