7 .	Preferred Stock

Series B Convertible Preferred Stock

Our Series B Convertible Preferred Stock,

$1,000

stated value (“Series B Preferred Stock”), has rights and privileges as set forth in the pertinent Certificate of Designation of Preferences, Rights and Limitations, including a liquidation preference equal to the stated value per share. The Series B Preferred Stock has

voting rights and is

not

entitled to a dividend. As of

December 31, 2018,

there were

100

shares of Series B Preferred Stock outstanding, convertible at any time at the option of the holder into

285,714

shares of common stock, with a recorded carrying value of

$76,095.

Series C Convertible Preferred Stock

February 2015,

we issued

3,000

shares of our Series C Convertible Preferred Stock,

$1,000

stated value (“Series C Preferred Stock”) and warrants to purchase up to an aggregate of

51,333,331

shares of our common stock for total net proceeds of

$2,679,810.

We allocated

$1,695,869

of the purchase price to the fair value of the warrants issued in the transaction (recorded to Additional Paid-in Capital) and recorded the net amount of

$983,941

as the initial carrying value of the Series C Preferred Stock.

The Series C Preferred Stock has rights and privileges as set forth in the pertinent Certificate of Designation of Preferences, Rights and Limitations, including a liquidation preference equal to the stated value per share. The Series C Preferred Stock has

voting rights and is

not

entitled to a dividend. The Series C Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, and contains price adjustment provisions which

may,

under certain circumstances, reduce the conversion price if we sell, or grant options to purchase, our common stock at a price lower than the then conversion price of the Series C Preferred Stock. During

2016,

132

shares of Series C Preferred Stock were converted into

1,400,000

shares of common stock. During

2017,

298

shares of Series C Preferred Stock were converted into

19,862,000

shares of common stock. In

May 2017,

in connection with the issuance of our Series D Convertible Preferred Stock discussed below, the conversion price of our Series C Preferred Stock was automatically reduced from

$0.05

per share to

$0.015

per share. During

2018,

420

shares of Series C Preferred Stock were converted into

28,000,000

shares of common stock. As of

December 31, 2018,

there were

2,150

shares of Series C Preferred Stock outstanding, convertible into

143,349,733

shares of common stock, with a recorded carrying value of

$705,238.

Series D Convertible Preferred Stock

May 2017,

we issued

1,000

shares of our Series D Convertible Preferred Stock,

$1,000

stated value (“Series D Preferred Stock”), for net proceeds, after deduction of certain expenses, of

$980,000.

Our Series D Preferred Stock has rights and privileges as set forth in the pertinent Certificate of Designation of Preferences, Rights and Limitations, including a liquidation preference equal to the stated value per share. The Series D Preferred Stock has

voting rights and is

not

entitled to a dividend. During

2018,

all of the shares of Series D Preferred Stock were converted into

66,666,666

shares of common stock, and as of

December 31, 2018,

there were

shares of Series D Preferred Stock outstanding.

Series

Convertible Preferred Stock

March 2018,

we issued

600

shares of our Series E Convertible Preferred Stock,

$1,000

stated value (“Series E Preferred Stock”), for net proceeds, after deduction of certain expenses, of

$590,000.

September 2018,

we issued an additional

600

shares of Series E Preferred Stock for net proceeds of

$600,000.

Each share of Series E Preferred Stock is entitled to a liquidation preference equal to the initial purchase price, has

voting rights, and is

not

entitled to a dividend. The Series E Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price of

$0.02544

per share. The Series E Preferred Shares contains price adjustment provisions, which

may,

under certain circumstances reduce the conversion price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then conversion price of the Series E Preferred Stock, or if we announce plans to do so. As of

December 31, 2018,

there were

1,200

shares of Series E Preferred Stock outstanding, convertible into

47,169,812

shares of common stock, with a recorded carrying value of

$1,190,000.

In connection with the Series E Preferred Stock issuance in

September 2018,

we also issued the purchasers Series G Warrants to purchase an aggregate of up to

47,169,812

shares of our common stock. The warrants have an exercise price of

$0.02544

per share, are exercisable once they have been outstanding for

six

months and have a term equal to

years from the date of issuance. The warrants contain anti-dilution and price adjustment provisions, which

may,

under certain circumstances reduce the exercise price to match if we sell or grant options to purchase, including rights to reprice, our common stock or common stock equivalents at a price lower than the then exercise price of the warrants.