Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During
the quarter ended September 30, 2023, the Company issued 102,011 shares of common stock for services valued at $178,000. The Company
relied upon the exemption from registration contained in Rule 506(b) and Section 4(a)(2) of the Securities Act, and corresponding provisions
of state securities laws, on the basis that (i) offers were made to a limited number of persons, (ii) each offer was made through direct
communication with the offerees by the Company, (iii) each of the offerees, which included an officer and two directors of the Company,
had the requisite sophistication and financial ability to bear risks of investing in the Company’s common stock, (iv) the Company
provided disclosure to the offerees, and (v) there was no general solicitation and no commission or remuneration was paid in connection
with the offers.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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