Item 3.02 Unregistered Sales of Equity Securities.
On August 25, 2022, the Registrant (the "Company") issued options (the
"Options") to a total of seven persons which include the officers and directors
of the Company, who will be instrumental in obtaining an up-listing of the
common shares of the Company onto the NASDAQ Stock Market. The Options will vest
on the effective date of the up-listing (the "Effective Date"), and will equal
options sufficient to purchase 13% of the issued and outstanding common shares
of the Company on a fully diluted basis, as of the Effective Date. The exercise
price of one Option will equal 80% of the value of one share of common stock on
the Effective Date.
The Options were not registered under the Act and were issued in reliance upon
the exemption from registration contained in Section 4(2) of the Act. The
securities, as well as the shares underlying the Options, may not be reoffered
or sold in the United States by the holders in the absence of an effective
registration statement, or valid exemption from the registration requirements of
the Act.
© Edgar Online, source Glimpses