ITEM 7.01REGULATION FD DISCLOSURE
On
On
The following sets forth the information required by Item 701 of Regulation S-K
with respect to the unregistered sales of equity securities by
1a.As of
b.The Units detailed in Item 1(a) above were sold to four (4) investors each of whom qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act").
c.The Company paid no fees or commissions in connection with the issuance of the Units.
d.The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D under the Securities Act of 1933, as amended, and Section 4(2) thereunder.
e.The terms of conversion of the Series A Convertible Preferred Stock are set
forth in the Certificate of Designations filed herewith as Exhibit 3.1. The
terms of exercise of the Class A Warrants and Class
f.Not applicable.
Effective
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The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, The Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
ITEM 9.01:EXHIBITS Item Title 3.1 Amendment to Articles of Incorporation 99.1 Press Release 99.2 Letter to Shareholders
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