Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended June 30, 2025, the Company issued 19,920
to two members of its board of directors in settlement of vested restricted stock units for services valued at $50,000. 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.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.