Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On October 11, 2024, in connection with (i) a consulting agreement for
services provided, and (ii) the agreements to extend the maturity dates of previously disclosed, outstanding notes payable, as well as
the partial repayment of the principal of such notes payable, the Company issued, to unrelated and independent third parties, an aggregate
of 1,988,086 shares of Common Stock in consideration for such agreement and the extensions and partial repayment of such notes payables.
The issuance of all of such shares of Common Stock were without registration under the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) of the Securities Act.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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