Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During
the quarter ended June 30, 2026, the Company issued 59,289 to three members of its board of directors in settlement of vested restricted
stock units for services with a grant date value $150,000. 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 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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