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.

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