ITEM 7.01 REGULATION FD DISCLOSURE
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(i) Effective
(ii) Effective
b(i) The Shares referenced in Item 1a(i) above were issued to eight (8) investors, each of whom qualifies 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"). The shares issued will be "restricted securities" under the Securities Act of 1933, as amended and the certificates evidencing same shall bear the Company's customary restrictive legend.
(ii) The Shares and Dividend Shares referenced in Item 1a(ii) above were issued to one (1) of the Series A Convertible Preferred stockholders as "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended, as that stockholder was an affiliate of the Company. The shares being issued to four (4) of the Series A Convertible Preferred stockholders are eligible for immediate legend removal based upon the tacking provisions of Rule 144(d)(3) applicable to non-affiliates.
c. The Company paid no fees or commissions in connection with the issuance of the Shares.
d. The conversion of the Shares into shares of Common Stock was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Section 4(2) thereunder.
e. See Item 1a(i) and (ii) above for exercise and conversion details. f. Not applicable.
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