Item 1.01 Entry into a Material Definitive Agreement
Effective February 4, 2022, we entered into an arrangement with our officers and
directors Fernando Oswaldo Leonzo, Robert Gunther, Mahmood Khan, and John
Romagosa (collectively, the "Directors") under which the Directors waived and
released a total $2,061,676 in liabilities owing to them for accrued but unpaid
compensation and reimbursable expenses. As part of the arrangement, the
Directors subscribed, to both the Company's Series C and Common shares, which
have a par value of $0.001 per share, for a total of 12,503,177 shares of our
common stock and a total of 1,528,166 shares of our Series C Preferred Stock.
The accrued liabilities released by each Director, and the shares subscribed for
at par value by each Director, are as follows:
Name Accrued Liability Released Common Stock Series C Preferred Stock
Fernando Leonzo $494,193 3,019,602 369,062
Robert Gunther $418,000 2,678,672 327,393
Mahmood Khan $698,983 3,989,624 487,621
John Romagosa $450,500 2,815,279 344,090
Totals $2,061,676.00 12,503,177 1,528,166
Item 3.02 Unregistered Sales of Equity Securities
As discussed in Item 1.01, above, we issued a total of 12,503,177 restricted
shares of our common stock and a total of 1,528,166 shares of our Series C
Preferred Stock in exchange for the par value thereof of $0.001 per share on
February 4, 2022. The issuance and sale of these shares was exempt under Section
4(a)(2) of the Securities Act, as it consisted of a private transaction and did
not involve a public offering of securities.
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