Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
During the period covered by this report, the
Company has not issued unregistered securities to any person, except as described below. None of these transactions involved any underwriters,
underwriting discounts or commissions, except as specified below, or any public offering, and, unless otherwise indicated below, the Registrant
believes that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof
and/or Rule 506 of Regulation D promulgated thereunder, and/or Regulation S promulgated thereunder regarding offshore offers and sales.
All recipients had adequate access, though their relationships with the Registrant, to information about the Registrant.
In July 2024, the Company entered into an agreement
with its landlord in California, pursuant that the Company issued 169,992 shares of common stock for the rent payable through July 2024,
in total of $127,494. The Company also issued 43,458 shares on August 14, 2024 for the August 2024 rent, and 46,072 shares were issued
on September 3, 2024 for the September 2024 rent. Further, we issued 64,147 shares on October 29, 2024 for October rent, 45,293 shares
on November 13, 2024 for November rent, and 30,422 shares on December 26, 2024 for half month of December rent. In 2025, we issued 28,135
shares, 22,031 shares, and 30,488 shares for each of the half month rent from January 2025 to March 2025, respectively. On April 9, 2025,
the Company entered another agreement with the landlord to settle remaining balance of each half month of February and March 2025 rent,
and April 2025 rent, by issuing 120,398 of the Company’s common stock, in the value of $66,219.
In December 2024, the Company issued 117,277 shares
of its common stock to employees as compensation.
In April 2025, the Company conducted a private
offering of its common stock to several individual non-US investors, issuing an aggregate of 724,372 unregistered shares of common stock
at $0.60 to $0.65 per share, raising a total of $436,125.
In April 2025, the Company issued 9,909 unregistered
restricted shares to an individual consultant as a consideration of $9,800 for the services.
In April 2025, the Company issued 50,000 and 90,277 shares of common stock to two advisors for their financial and business advisory services,
as the consideration of $52,500 and $94,791 ($1.05 and $1.05 per share), respectively.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.