As of the date of this filing, to the Private Offering, the Company sold a total of approximately 4,758 shares of its Series 1 Stock, along with the corresponding Warrants, to accredited investors for total gross proceeds of approximately $4,758,000 (which amount includes 2,000 shares of Series 1 Stock issued upon the conversion of a convertible note in the principal amount of $2,000,000 previously issued by the Company in April 2017).

The Company issued and sold the Series 1 Stock and Warrants in private placements to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. Each holder has represented that the holder is an accredited investor, as that term is defined in Regulation D, and has acquired the shares of Series 1 Stock and Warrants for investment purposes only and not with a view to or for sale in connection with any distribution thereof.