Item 3.02. Unregistered Sales of Equity Securities.
As disclosed in our Current Report on Form 8-K filed with the Commission on July 31, 2017, on July 25, 2017, we entered into Securities Exchange and Common Stock Agreements (the “CS Exchange Agreements”) with Craig Holland, Mick Donahoo, Robert Cowdell and the Holland Family Trust (together, the “CS Exchangers”), under which the CS Exchangers agreed to exchange certain promissory notes issued us to them into shares of our common stock automatically upon us completing a reverse stock split of our common stock with FINRA. On October 5, 2017, FINRA took our reverse stock split effective at the open of market. As a result, on October 5, 2017, we issued the CS Exchangers, the following shares of our post-split common stock: 37,849,200 shares to Craig Holland, 1,552,100 shares to Mick Donahoo, 3,072,100 shares to the assignee of Robert Cowdell, and 10,354,152 shares to the Holland Family Trust. These shares were all subject to a two-year lockup provision of the CS Exchange Agreements. These shares were issued with a standard Rule 144 restrictive legend. Based on the representations of the CS Exchangers in the CS Exchange Agreements, the issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investors were sophisticated, familiar with our operations, and there was no solicitation.
As disclosed in our Current Report on Form 8-K filed with the Commission on July 31, 2017, on July 25, 2017, we entered into Securities Exchange and Preferred Stock Agreements (the “PS Exchange Agreements”) with three different accredited investors (together, the “PS Exchangers”), under which the PS Exchangers agreed to exchange certain promissory notes issued us to them into shares of our Series B Convertible Preferred Stock automatically upon us completing a reverse stock split of our common stock with FINRA. On October 5, 2017, FINRA took our reverse stock split effective at the open of market. As a result, on October 5, 2017, we issued the PS Exchangers, the following shares of our Series B Convertible Preferred stock: 214,966 shares to Accredited Investor #1, 1,942,322 shares to Accredited Investor #2, and 51,094 shares to Accredited Investor #3. Also, one of the promissory notes with PS Exchangers remained open until it was closed on October 10, 2017. On October 10, 2017, we issued the PS Exchangers, the following shares of our Series B Convertible Preferred stock: 454,800 preferred shares to Accredited Investor #2. These shares were issued with a standard Rule 144 restrictive legend. Based on the representations of the PS Exchangers in the PS Exchange Agreements, the issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investors were accredited and sophisticated, familiar with our operations, and there was no solicitation.
On October 6, 2017, we received a notice from a non-affiliate holder of one of the last remaining convertible promissory note to issue 567,500 shares of our common stock pursuant to the holder notifying us of their election to convert $11,350 of principal due under the promissory note into the shares. The shares were issued on October 10, 2017. Due to the length of time since the holder lent us the funds and that the holder has held the note, the shares were issued without a standard Rule 144 restrictive legend. Based on the representations of the investor in the Convertible Promissory Note and the Notice of Conversion, the issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor was accredited and sophisticated, familiar with our operations, and there was no solicitation.
