Item 3.02 Unregistered Sales of Equity Securities.





Sales of Preferred Shares

Between December 17, 2021 and January 6, 2022, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 6.2 shares of the Company's Series Y preferred stock for an aggregate purchase price of $620,000. The Company also issued an aggregate of 4,960,000 warrants to the investors.

In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), for transactions not involving a public offering.

Conversion of Preferred Shares

On January 4, 2022, holders of the Company's Series R Preferred Stock converted an aggregate of 235 Series R shares into an aggregate of 17,379,647 shares, including make-good shares, of the Company's common stock.

Between January 4, 2022 and January 6, 2022, holders of Series U Preferred Stock converted an aggregate of 405 Series U shares into an aggregate of 21,135,847 shares of the Company's common stock.

On January 4, 2022, holders of Series W Preferred Stock converted an aggregate of 50 Series W shares into an aggregate of 694,446 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.

Dividends in Shares of Common Stock

On December 31, 2021, the Company issued an aggregate of 294,723 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.





Consultant Issuances

Between December 1, 2021 and December 31, 2021, the Company issued to consultants and one employee an aggregate of 6,507,540 shares of the Company's common stock for services including 1,789,639 shares of common stock for settlement of prior consulting agreements.

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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