Item 3.02 Unregistered Sales of
On
The foregoing description is qualified in its entirety by reference to the convertible note, which is filed as an exhibit to this current report and is incorporated herein by reference.
We completed this offering pursuant to Rule 506 of Regulation D of the Securities Act.
Regulation D and Rule 506 Compliance
No advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor and we have restricted transfer of the securities in accordance with the requirements of the Securities Act of 1933, as amended.
Pursuant to the limitations on resale contained in Regulation D, we exercised reasonable care to assure that purchaser was not an underwriter within the meaning of section 2(11) of the Act by inquiring of the purchaser the following: (1) that the purchaser was purchasing the securities for the purchaser's own account for investment purposes and not with a view towards distribution, and (2) that the purchaser had no arrangement or intention to sell the securities. Further, written disclosure was provided to each purchaser prior to the sale that the securities have not been registered under the Act and, therefore, cannot be resold unless the securities are registered under the Act or unless an exemption from registration is available.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Convertible Promissory Note executed byCyber Apps World, Inc. dated for referenceNovember 15, 2021 . 1
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