Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
(a)
Shares of Common Stock Issued Pursuant to E.F.
Hutton Agreement.
On February 2, 2026, the Company approved that
certain Financial Advisory Agreement (the “ Advisory Agreement ”), previously executed on December 1, 2025, with E.F. Hutton
& Co. LLC (the “ Advisor ”), pursuant to which the Company agreed to issue an aggregate of 4,558,044 shares of its
common stock as consideration for advisory services provided by the Advisor. Because the Advisory Agreement was not approved by the Company
until February 2, 2026, no obligation with respect thereto was recognized prior to such date. Pursuant to the Advisory Agreement, the
Company has issued a total of 2,515,194 shares of the Company’s common stock to the Advisor as of the date of this filing
(b) Not applicable.
(c) None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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