- Amendment to the Company’s existing Convertible Notes (“Existing Notes“) extending the due dates to December 31, 2021 in return for issuance of warrants expiring in June 2026 to purchase 5,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share
- The Company has agreed to register the resale of the common stock underlying the warrants
- Execution of a Securities Purchase Agreement for the sale and issuance of $3,500,000 million of new Convertible Notes (“New Notes“) with a fixed conversion price of $0.175 per share of common stock and warrants (the “Warrants“) expiring in June 2026 to purchase shares of the Company’s common stock
- Comprised of 15,000,000 “A Warrants” with an exercise price of $0.01 per share and 15,000,000 “B Warrants” with an exercise price of $0.2284 per share
- Common stock underlying the New Notes and the Warrants (the “Underlying Shares“) are subject to a one-year lock-up, subject to certain exceptions
- The Company has agreed to register the resale of the Underlying Shares
- Execution of separation agreements with Derek Peterson and Mike Nahass, pursuant to which they agreed to step down from their operating positions and as members of the Company’s Board of Directors
- Mr. Nahass agreed to the cancellation of his Series A Preferred Stock though retirement in exchange for a payment of cash and notes, payable over one year
- Mr. Peterson agreed to the cancellation of his Series A Preferred Stock though its conversion into shares of common stock and warrants to purchase common stock, expiring in June 2026, which are subject to a one-year lock-up with registration rights, similar to the Warrants described above