Item 3.02 Unregistered Sales of Equity Securities.
Sales of Preferred Shares
Between November 30, 2022
and January 31, 2023, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company
sold an aggregate of 4.2 shares of the Company’s Series Y preferred stock for an aggregate purchase price of $420,000. The Company
also issued an aggregate of 3,360,000 warrants to purchase shares of its common stock to these investors.
In connection with the foregoing, the Company relied
upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.
Conversion of Preferred Shares
Between November 15, 2022 and January 30, 2023, holders
of the Company’s Series Y preferred stock converted an aggregate of 3 Series Y shares into an aggregate of 31,723,310 shares
of the Company’s common stock.
On December 1, 2022, holders of the Company’s
Series O preferred stock converted an aggregate of 360 Series O shares into an aggregate of 39,387,310 shares
of the Company’s common stock.
On January 3, 2023, holders of the Company’s Series Q preferred stock converted an aggregate of 25 Series Q shares into an aggregate
of 4,208,756 shares of the Company’s common stock.
On January 3, 2023, holders of the Company’s
Series S preferred stock converted an aggregate of 25 Series S shares into an aggregate of 4,208,756 shares of the Company’s common
stock.
On January 4, 2023, holders of the Company’s
Series R preferred stock converted an aggregate of 30 Series R shares into an aggregate of 5,042,017 shares
of the Company’s common stock.
In connection with the foregoing, the Company relied
upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.
Issuance of Common Stock
Between November 15, 2022 and January 31, 2023, the
Company issued to consultants and one employee an aggregate of 16,105,590 shares of the Company’s common stock for services.
In connection with the foregoing, the Company relied upon the exemption
from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving a public offering.
Dividends in Shares of
Common Stock
On December 30, 2022, the
Company issued an aggregate of 338,818 shares of the Company’s common stock as dividends to certain holders of Series O preferred
stock.
In connection with the foregoing,
the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act for transactions not involving
a public offering.