13 .	Subsequent Events

Conversions of Preferred Stock to Common Stock

During

January

and

February 2019,

587

shares of Series C Preferred Stock were converted into

39,140,000

shares of our common stock. During

March 2019,

180

shares of Series F Preferred Stock (see below) were converted into

20,000,000

shares of our common stock.

Exchange of Series C and Series E

Preferred Stock

for Series F Preferred Stock

February 18, 2019,

we entered into Exchange Agreements (the “Exchange Agreements”) with holders of our Series C and Series E Preferred Stock, pursuant to which the holders exchanged all shares of Series C and Series E Preferred Stock held by them for an aggregate of

2,763

shares of Series F Convertible Preferred Stock,

$1,000

stated value (“Series F Preferred Stock”). Each share of Series F Preferred Stock is entitled to a liquidation preference equal to its stated value, has

voting rights, and is

not

entitled to a dividend. The Series F Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i)

$0.015

per share and (ii)

90%

of the volume weighted average price of the Common Stock immediately preceding the delivery of a notice of conversion. The Series F 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 F Preferred Stock. Subsequent to this transaction we have

outstanding shares of Series C or Series E Preferred Stock.

Issuance of Series G Preferred Stock

February 25, 2019,

we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (the “Purchasers”) providing for the issuance and sale to the Purchasers of an aggregate of up to

1,000

shares of our Series G Convertible Preferred Stock (“Series G Preferred Stock”) and related warrants for gross proceeds of up to

$1.0

million, to be funded at up to

three

different closings. At the

first

closing, which occurred on

February 26, 2019,

we issued

500

shares of Series G Preferred Stock and related warrants in exchange for the payment by the Purchasers of

$250,000

in the aggregate, plus the cancellation by them of the Term Notes (see Note

) in the aggregate amount of

$250,000.

Within

days after the

first

closing, we

may

exercise the right to sell the Purchasers an aggregate of up to

$250,000

of Series G Preferred Stock and related warrants at the

second

closing. Within

110

to120

days after the

first

closing, we

may

exercise the right to sell the Purchasers an aggregate of up to

$250,000

of Series G Preferred Stock and related warrants at the

third

closing.

Each share of Series G Preferred Stock is entitled to a liquidation preference equal to its stated value, has

voting rights, and is

not

entitled to a dividend. The Series G Preferred Stock is convertible at any time at the option of the holders into shares of our common stock, at a conversion price equal to the lesser of (i)

$0.015

per share and (ii)

90%

of the volume weighted average price of the common stock immediately preceding the delivery of a notice of conversion. The Series G Preferred Stock contains price adjustment provisions, which

may,

At the

first

closing we issued the Purchasers Series I Warrants to purchase an aggregate of

16,666,666

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

$0.015

per share, are exercisable

six

months from the issuance date, and have a term of exercise equal to

five

years from the date they

first

become exercisable. 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. The number of shares subject to the warrants will also increase so that the aggregate exercise price remains the same for each warrant. At the

second

and

third

closings, assuming the sale of all of the Series G Preferred Stock that

may

be sold at those times, the Purchasers will receive aggregate additional Series I Warrants to purchase up to

33,333,332

shares of our common stock.