Sale of common stock

Starting on February 13, 2017 and through and including March 6, 2017, the Company entered into subscription agreements with nine investors, pursuant to which the Investors purchased shares of the Company’s common stock. Seven of the investors purchased a total of 27 million shares at a purchase price of $0.02 per share for a total of $540,000 invested. Two of the investors purchased a total of 16,666,667 shares at a purchase price of $0.024 per share for a total of $400,000 invested.

Amendment to Convertible Note Purchase Agreement Entered into with BICX Holding Company LLC

As Described in Note 9, on June 14, 2016, the Company sold to BICX Holding Company LLC (“BICX Holding”) an 8% Senior Secured Convertible Promissory Note (the “Note”) in the principal amount of $2,500,000. BICX Holding is an entity controlled by Alpine Creek Capital Partners.

BICX Holding had the right, until December 10, 2016, to purchase another convertible note from the Company in a principal amount of up to $2,500,000 for a total aggregate purchase price of $5,000,000 (the “Maximum Purchase Price”). The Company and BICX Holding agreed to extend this deadline and, on March 3, 2017, the parties entered into a First Amendment to the Note (the “First Amendment”). Pursuant to the First Amendment, BIXC Holding invested another $1,660,000 for a total aggregate purchase price of $4,160,000. Based on the amount invested, BICX Holding will return the Note and the Company will issue BICX Holding a new note for $4,160,000 convertible into 42.43% of the Company’s total authorized common stock. The other terms of the new note will be identical to the Note. Pursuant to the First Amendment, the parties agreed that BICX Holding does not have the right to appoint a consultant or, if the Company’s common stock is listed on a national securities exchange, an independent member of the Board. In addition, the Company is not entitled to a break-up fee.

The new note is a long-term debt obligation that is material to the Company. The new note contains certain events of default and, in the event of default, BICX Holding may, at its option, consider the new note immediately due and payable.

Issuance of common stock

In January 2017, the Company issued 134,000 shares of its common stock for services rendered.

In February 2017, the Company issued an aggregate of 444,118 shares of its common stock for services rendered.

In March 2017, the Company issued an aggregate of 13,662,000 shares of its common stock in settlement of Hoppel and Vista Capital Investment LLC notes in aggregate of $220,000 plus accrued interest.