Series C Preferred Stock

On March 17, 2022, the Board approved the conversion of 2,000,000 shares of blank check preferred stock into 2,000,000 shares of Series C Preferred Stock, par value $0.0001. No shares are currently issued and outstanding. The Series C Preferred Stock shall rank senior to the Company’s common stock, Series A Preferred Stock, and Series B Preferred Stock. Each holder of Series C Preferred Stock is entitled to one (1) vote for each share of Series C Preferred Stock held on all matters submitted to a vote of stockholders. Each share of Series C Preferred Stock shall be convertible, at the discretion of the holders, after six months of ownership, into shares of common stock. The number of common shares issued shall be at the rate of 30% less than the volume-weighted average price or $5.00 per share whichever is less.

Series A Preferred Stock

Effective April 17, 2022, 150,000 shares of Series A Preferred Stock are eligible to be converted into common stock at the option of the holder of the Series A Preferred Stock.

Issuance of Series C Preferred Stock

On April 19, 2022, the Company sold 250,000 shares of Series C Preferred Stock for $1.0 million. In addition, the investor received a warrant to purchase 25,000 shares of common stock at the price of $9.00 per share.

Exercise of Warrants

On April 19, 2022, two warrants were exercised for a total of 500,000 shares of common stock resulting in the Company receiving $0.5 million.

Tax Returns

Subsequent to January 31, 2022, all back income tax returns from 2018 through 2021 have been filed.