Item 3.02 Unregistered Sale of Equity Securities.
Pursuant to the Series A-2 Preferred Stock Subscription Agreement attached
hereto as an exhibit and as previously disclosed in our Form 10-K filed on March
22, 2022, Evolutionary Genomics, Inc. (the "Company") issued 76,953 shares of
Series A-2 Convertible Preferred Stock ("A-2 Stock") at $5.25 per share and
received proceeds of $404,003 from nine accredited investors. On March 24, 2022,
the Company issued an additional 9,524 shares of A-2 Stock at $5.25 per share
and received proceeds of 50,001 from one accredited investor. The conversion
price at the time of the sale of the preferred stock was $5.25 per share. The
issuance of the shares of preferred stock was exempt from registration pursuant
to Section 4a(2) of the Securities Act of 1933.
Pursuant to the Common Stock Subscription Agreement attached hereto as an
exhibit, on March 31, 2022, the Company issued 733,333 shares of Common Stock at
$.75 per share and received proceeds of $550,000. The Company's outstanding
number of shares of common stock after taking into account the newly issued
shares is 6,615,231. The issuance of the Common Stock has not been registered
under the Securities Act, or any other similar state statutes, in reliance upon
exemptions from the registration requirements contained therein. Accordingly,
the Common Stock will be "restricted securities" as defined in Rule 144 of the
Securities Act.
The Company's Series A-1 Preferred Stock ("A-1 Stock") and A-2 Stock include
adjustments to their conversion prices in the case of issuance of additional
shares of common stock if the common stock is issued at a price less than the
$5.25 A-1 Stock and A-2 Stock conversion price. The issuance of 733,333 shares
of Common Stock at $.75 per share has resulted in an adjustment to the
conversion price from the original $5.25 per share to $4.75 per share.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Preferred Stock Subscription Agreement
4.2 Common Stock Subscription Agreement
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