(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type
Security Class Title
Fee
Calculation
Rule
Amount
Registered
(1)
Proposed
Maximum
Offering
Price Per
Share(2)
Maximum
Aggregate
Offering
Price(1)(2)
Fee Rate
Amount of
Registration
Fee
Equity
Common Stock, par value $0.001 per share (issuable upon conversion of debenture) (3)
457
(a)
27,938,916
$
0.30
$
8,381,674.80
0.0000927
$
776.98
Equity
Common Stock, par value $0.001 per share (issuable upon exercise of Warrants as defined below)(4)
457
(g)
1,000,000
$
0.60
$
600,000.00
0.0000927
$
55.62
Equity
Common Stock, par value $0.001 per share (issuable upon exercise of Warrants as defined below) (5)
457
(g)
500,000
$
0.12
$
60,000.00
0.0000927
$
5.56
Total Offering Amounts
$
9,041,674.80
$
838.16
Total Fee Offsets
—
—
Net Fee Due
$
9,041,674.80
$
838.16
(1)
All shares registered pursuant to this Registration Statement are to be offered by the Selling Security Holders. Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover an indeterminate number of additional shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), issued to present dilution from stock splits, stock dividends or similar events.
(2)
This estimate is made pursuant to Rule 457(c) of the Securities Act solely for purpose of calculating the registration fee. The price per share and aggregate offering price are based upon the highest conversion price for the Common Shares issuable upon conversion of the Registrant’s Convertible Debentures.
(3)
Represents shares of the Registrant’s Common Stock issuable upon conversion of $2,000,000 Convertible Debentures at the lower of $0.30 or 80% of the lowest 10 trading day VWAP prior to conversion. Such shares will be issued to the Selling Security Holders named in this Registration Statement upon purchase.
(4)
Consists of 1,000,000 shares of the Registrant’s Common Stock issuable upon exercise of certain outstanding warrants (the “Warrants”) issued in connection with the Convertible Debentures purchased by the selling shareholders.
(5)
Consists of 500,000 shares of Registrant’s Common Stock issuable upon exercise of a Warrant issued to a Selling Security Holder in connection with a previously issued convertible promissory note.
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