Item 3.02 Unregistered Sales of Equity Securities.

Conversion of Convertible Debenture

On July 26, 2021, we entered into a Securities Purchase Agreement with Platinum Point Capital LLC, pursuant to which we sold a convertible debenture (the "Platinum Debenture") in the principal amount of $806,250 and a warrant to purchase up to 645,000 shares of common stock (the "Warrant") for a total purchase price of $750,000. The principal amount of the Platinum Debenture was increased by approximately $242,000 pursuant to a Limited Agreement and Release entered into on December 15, 2021.

On April 28, 2022, Platinum Point Capital LLC converted $150,000 of the Platinum Debenture into 1,162,790 of our common stock at a price of $0.129 per share. Upon conversion, the remaining balance under the Platinum Debenture, including accrued interest, is $702,869.

Conversion of Convertible Debenture

On September 29, 2021, we entered into a Securities Purchase Agreement with GS Capital Partners, LLC, pursuant to which we sold a convertible debenture (the "GS Debenture") in the aggregate principal amount of $2,200,000.

On May 12, 2022, GS Capital Partners, LLC converted $77,712.33 of the GS Debenture into 726,903 of our common stock at a price of $0.1069 per share. Upon conversion, the remaining principal balance under the GS Debenture is $2,125,000.

Conversion of Series B Convertible Preferred Stock

On April 28, 2022, YA II PN Ltd. converted 30,000 Series B Convertible Preferred Stock into 2,115,655 shares of common stock of the Company at a conversion price of $0.1418 per share of common stock. Upon conversion, YA II PN Ltd. had 370,000 Series B Convertible Preferred Stock remaining.

© Edgar Online, source Glimpses