Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed in our Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “ SEC ”) on January 11, 2019, we disclosed that on January 7, 2019 we entered into a Purchase Agreement with Handok, Inc. and Genexine, Inc. whereby subject to certain closing conditions, Handok, Inc. and Genexine, Inc. agreed to purchase Series AA Preferred Stock for aggregate gross proceeds to us of $25,000,000 (each Purchaser paid $12,500,000 to the Company). On January 30, 2019, we closed the Series AA Financing and issued 1,250,000 Series AA Preferred to each of Handok, Inc. and Genexine, Inc. pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”) at a purchase price of $10.00 per share of Series AA Preferred Stock. In addition, because the Series AA Financing qualified as a “qualified financing” under certain of our outstanding senior secured notes, the outstanding principal and interest due thereunder was automatically converted into the Series AA Preferred Stock at a 20% discount. As a result of the closing of the Series AA Financing, the notes plus accrued interest of $800,117 were automatically converted into 767,518 shares of Series AA Preferred Stock. The Series AA Preferred Stock was issued to the note holders pursuant to Section 4(a)(2) of the Securities Act.

Pursuant to the terms of the Certificate of Designation of Series AA Convertible Preferred Stock, the Series AA Preferred Stock automatically converts into shares of our common stock upon the amendment of our Certificate of Incorporation (the “ Certificate ”) to increase the number of shares of common stock authorized to at least 500,000,000 shares of common stock. As set forth in Item 5.07 below and incorporated by reference to this Item 3.02, On April 24, 2019, our stockholders approved an amendment to the Certificate to increase the authorized shares of common stock to 500,000,000. On April 26, 2019, we filed an amendment to the Certificate with the Delaware Secretary of State to effect the share increase. As a result, 3,267,518 shares of Series AA Preferred Stock were converted into 148,523,540 shares of common stock. The shares of common stock issued upon the conversion of the Series AA Preferred Stock were issued pursuant to Section 4(a)(2) of the Securities Act. We are currently working with our transfer agent to effect the issuance of the shares of common stock as soon as possible.