Item 3.02 Unregistered Sales of
On
Pursuant to the terms of the Exchange Agreements, the Holders agreed to
surrender their Warrants for cancellation and received, as consideration for
such cancellation, an aggregate of 3,000,000 restricted shares of common stock.
The securities issued pursuant to the foregoing are exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act and/or
Rule 506(b) of Regulation D promulgated thereunder because, among other things,
the transaction did not involve a public offering and the warrant holders are
accredited investors. The securities have not been registered under the
Securities Act and may not be resold in
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