Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: February 10, 2026, the Company issued 135,572 restricted shares of its common stock, valued at $420,273, to the former shareholders of
−Removed: Arps Dairy, Inc.
−Removed: as payment of debt owed to these shareholders.
−Removed: March 5, 2026 to March 23, 2026, the Company sold unsecured senior convertible promissory notes in the aggregate amount of $7,528,000
−Removed: (the “Notes”) from accredited investors.
−Removed: The Notes bear interest at 10% per annum for the first 12 months of the 24-month
−Removed: term, regardless of earlier payment or conversion (the “Minimum Interest”), and is mandatorily convertible as to principal
−Removed: 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
−Removed: (the “Conversion Price”), if the common stock of the Company trades at $4.35 per share (150% of the Conversion Price) for
−Removed: 20 out of the preceding 30 consecutive trading days.
−Removed: The holders of the Notes have the option on up to 10 occasions to convert all or
−Removed: any portion of the principal and interest into shares of the Company’s common stock at the Conversion Price.
−Removed: The Company may prepay
−Removed: the Notes at any time prior to maturity, subject to payment of the Minimum Interest, any other accrued but unpaid interest, and a prepayment
−Removed: 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
−Removed: principal that is prepaid exceeds 50%.
−Removed: Interest is to be paid quarterly in arrears beginning April 1, 2026 and can be paid in either
−Removed: cash or shares of the Company’s common stock at the election of the registrant.
−Removed: If paid in stock, the shares must be registered
−Removed: and valued at a 10% discount to the 10-day volume-weighted average price.
−Removed: Purchasers of the Notes were issued warrants to purchase common
−Removed: stock (the “Warrants’) at a price of $3.20 per share (the “Exercise Price”) for a 4-year term from date of issuance
−Removed: in an amount equal to 100% of their investment amounts.
−Removed: The Company may call the Warrants if the common stock of the registrant trades
−Removed: at $4.80 per share (150% of the Exercise Price) for 20 out of the preceding 30 consecutive trading days.
+Added: the quarter ended June 30, 2026, the Company issued 59,289 to three members of its board of directors in settlement of vested restricted
+Added: stock units for services with a grant date value $150,000.
+Added: The Company relied upon the exemption from registration contained in Rule
+Added: 506(b) and Section 4(a)(2) of the Securities Act, and corresponding provisions of state securities laws, on the basis that (i) offers
+Added: were made to a limited number of persons, (ii) each offer was made through direct communication with the offerees by the Company, (iii)
+Added: each of the offerees had the requisite sophistication and financial ability to bear risks of investing in the Company’s common
+Added: stock, (iv) the Company provided disclosure to the offerees, and (v) there was no general solicitation and no commission or remuneration
+Added: was paid in connection with the offers.
Defaults Upon Senior Securities.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.