Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Except as set forth below, we have not sold any
equity securities during the three months ended March 31, 2026 that were not previously disclosed in a current report on Form 8-K that
was filed during the quarter.
● On February 19, 2026, we issued 5,000 shares of series E convertible preferred stock, at a purchase price
of $1,000 per share, to Streeterville pursuant to a securities purchase agreement, dated November 17, 2025. See Note 10 of our unaudited
condensed financial statements for a description of the conversion terms of these shares.
● On February 25, 2026, we issued an aggregate of 91,535 shares of common stock upon the conversion of all
principal and accrued interest in the aggregate amount of $760,955 due under convertible promissory notes issued in connection with equity
crowdfunding offerings in 2025.
● On March 2, 2026, we issued 4,193 shares of common stock to a service provider.
No underwriters were involved in these issuances.
We believe that each of the issuances above was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities
Act regarding transactions not involving a public offering.
We did not repurchase any shares of our common
stock during the three months ended March 31, 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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