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Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) Indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities ExchangeĪct of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Offering of securities that is the subject of this notice, and (b) is founded, directly or

Process or pleading, and further agreeing that such service may be made by registered orĬertified mail, in any Federal or state action, administrative proceeding, or arbitrationīrought against the issuer in any place subject to the jurisdiction of the United States, if theĪction, proceeding or arbitration (a) arises out of any activity in connection with the Process, and agreeing that these persons may accept service on its behalf, of any notice, Place of business and any State in which this notice is filed, as its agents for service of Or other legally designated officer of the State in which the issuer maintains its principal Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator.Law, the information furnished to offerees.* Securities described and undertaking to furnish them, upon written request, in the accordance with applicable Notifying the SEC and/or each State in which this notice is filed of the offering of.Terms of Submission In submitting this notice, each issuer named above is: Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

If the amount is unknown, provide an estimate and check the box next to the amount. Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount. Provide separately the amounts of sales commissions and finders fees expenses, if any. Sales Commissions & Finder's Fees Expenses Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:ġ5. Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

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Offering and Sales Amounts Total Offering AmountĬlarification of Response (if Necessary): This filing covers the sale and issuance of Series A-3 Preferred Stock (and the Common Stock issuable upon conversion of such preferred stock). State(s) of Solicitation (select all that apply)Ĭheck “All States” or check individual Statesġ3. Minimum Investment Minimum investment accepted from any outside investor Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?ġ1. Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Securityġ0. Option, Warrant or Other Right to Acquire Another Security Type(s) of Securities Offered (select all that apply) X Duration of Offering Does the Issuer intend this offering to last more than one year?ĩ. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)Ĩ. Principal Place of Business and Contact Information Name of IssuerĬlarification of Response (if Necessary):Ħ. Jurisdiction of Incorporation/OrganizationĢ. UNITED STATES SECURITIES AND EXCHANGE COMMISSIONġ. The reader should not assume that the information is accurate and complete. The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.

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