Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On
February 10, 2026, the Company issued 135,572 restricted shares of its common stock, valued at $420,273, to the former shareholders of
Arps Dairy, Inc. as payment of debt owed to these shareholders.
From
March 5, 2026 to March 23, 2026, the Company sold unsecured senior convertible promissory notes in the aggregate amount of $7,528,000
(the “Notes”) from accredited investors. The Notes bear interest at 10% per annum for the first 12 months of the 24-month
term, regardless of earlier payment or conversion (the “Minimum Interest”), and is mandatorily convertible as to principal
and interest into shares of the Company’s common stock at any time prior to maturity at the conversion price of $2.90 per share
(the “Conversion Price”), if the common stock of the Company trades at $4.35 per share (150% of the Conversion Price) for
20 out of the preceding 30 consecutive trading days. The holders of the Notes have the option on up to 10 occasions to convert all or
any portion of the principal and interest into shares of the Company’s common stock at the Conversion Price. The Company may prepay
the Notes at any time prior to maturity, subject to payment of the Minimum Interest, any other accrued but unpaid interest, and a prepayment
penalty of 5% if the amount of the Note principal that is prepaid does not exceed 50% or a prepayment of 10% if the amount of the Note
principal that is prepaid exceeds 50%. Interest is to be paid quarterly in arrears beginning April 1, 2026 and can be paid in either
cash or shares of the Company’s common stock at the election of the registrant. If paid in stock, the shares must be registered
and valued at a 10% discount to the 10-day volume-weighted average price. Purchasers of the Notes were issued warrants to purchase common
stock (the “Warrants’) at a price of $3.20 per share (the “Exercise Price”) for a 4-year term from date of issuance
in an amount equal to 100% of their investment amounts. The Company may call the Warrants if the common stock of the registrant trades
at $4.80 per share (150% of the Exercise Price) for 20 out of the preceding 30 consecutive trading days.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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