Item 3.02 Unregistered Sales of Equity Securities.





Sales of Preferred Shares

Between February 2, 2022 and February 27, 2023, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 1.9 shares of the Company's Series Y preferred stock for an aggregate purchase price of $190,000. The Company also issued an aggregate of 1,520,000 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

On February 24, 2023, holders of the Company's Series O preferred stock converted an aggregate of 40 Series O shares into an aggregate of 7,722,008 shares of the Company's common stock.

On March 20, 2023, holders of the Company's Series Y preferred stock converted an aggregate of 3.2 Series Y shares into an aggregate of 50,769,232 shares of the Company's common stock.

On March 21, 2023, holders of the Company's Series R preferred stock converted an aggregate of 210 Series R shares into an aggregate of 41,338,583 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.

Restricted Stock Grant Agreement Issuances

Between February 23, 2023 and March 3, 2023, per electing and qualifying for the Restricted Stock Grant Agreement alternate vesting schedule, the Company issued to Mr. Eckelberry, employees and one consultant an aggregate of 8,830,859 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 February 1, 2023 and March 15, 2023, the Company issued to consultants an aggregate of 9,625,450 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.

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