Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Bid
and ask quotations for our common shares are routinely submitted by registered broker dealers who are members of the National Association
of Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These quotations reflect inner-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions. The high and low bid information for our shares for each
quarter for the last two years, so far as information is reported, through the year ended December 31, 2025, as reported by the Nasdaq
Markets, are as follows (and such share prices have been adjusted for our reverse stock split effected on October 6, 2025):
2025 FISCAL YEAR
High
Low
First Quarter
$ 10.84
$ 6.44
Second Quarter
$ 7.78
$ 3.69
Third Quarter
$ 5.00
$ 3.01
Fourth Quarter
$ 3.19
$ 0.71
2024 FISCAL YEAR
High
Low
First Quarter
$ 1.53
$ 0.50
Second Quarter
$ 1.74
$ 1.13
Third Quarter
$ 1.29
$ 0.88
Fourth Quarter
$ 1.05
$ 0.53
Record
Holders
As
of April 15, 2026, there were 12,166,106 shares of the registrant’s $0.001 par value common stock issued and outstanding, which
shares were owned by approximately 5,000 holders of record, based on information provided by our transfer agent and NOBO.
Dividend
Policy
We
have never declared a cash dividend on our common stock and our Board of Directors does not anticipate that we will pay cash dividends
in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will
depend upon our financial condition, operating results, capital requirements, restrictions contained in our agreements and other factors
which our Board of Directors deems relevant.
Recent
Sales of Unregistered Securities
During
the fiscal quarter ended December 31, 2025, the Company issued the following unregistered securities:
On
or about October 6, 2025, the Company issued 19,100 shares of common stock to Mast Hill Fund, L.P. (“Mast Hill”) pursuant
to its conversion of $50,032 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January
16, 2025.
On
or about October 8, 2025, the Company issued 44,500 shares of common stock to Mast Hill pursuant to its conversion of $100,249 in principal,
interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.
On
or about October 10, 2025, the Company issued 45,000 shares of common stock to Mast Hill pursuant to its conversion of $101,376 in principal,
interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.
On
or about October 13, 2025, the Company issued 33,258 shares of common stock to Pacific Pier Capital II, LLC (“Pacific Pier”)
pursuant to its conversion of $74,461.47 in principal, interest and fees owed under the convertible promissory note issued to Pacific
Pier dated April 04, 2025.
35
On
or about October 14, 2025, the Company issued 46,000 shares of common stock to Mast Hill pursuant to its conversion of $102,987 in principal,
interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.
On
or about October 16, 2025, the Company issued 161,994 shares of common stock to Mast Hill pursuant to its conversion of $362,679 in principal,
interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.
On
or about October 23, 2025, the Company issued 34,619 shares of common stock to Pacific Pier pursuant to its conversion of $73,032.40
in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025.
On
or about November 3, 2025, the Company issued 100,000 shares of common stock to Mast Hill pursuant to its conversion of $190,790 in principal,
interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025.
On
or about November 10, 2025, the Company issued 34,861 shares of common stock to Pacific Pier pursuant to its conversion of $43,715 in
principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 4, 2025.
On
or about November 21, 2025, the Company issued 152,000 shares of common stock to Mast Hill pursuant to its conversion of $150,951 in
principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.
On
or about November 25, 2025, the Company issued 252,884 shares of common stock to Mast Hill pursuant to its conversion of $242,890.02
in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.
On
or about November 25, 2025, the Company issued 75,132 shares of common stock to Mast Hill pursuant to its conversion of $72,164 in principal,
interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.
On
or about November 25, 2025, the Company issued 90,773 shares of common stock to Mast Hill pursuant to its conversion of $87,185.92 in
principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025.
On
or about November 26, 2025, the Company issued 1,264,420 shares of common stock to Mast Hill pursuant to its exercise of warrants issued
to Mast Hill dated January 16, 2025.
On
or about December 1, 2025, the Company issued 195,867 shares of common stock to Mast Hill pursuant to its exercise of warrants issued
to Mast Hill dated January 16, 2025.
On
or about December 1, 2025, the Company issued 141,009 shares of common stock to Mast Hill pursuant to its exercise of warrants issued
to Mast Hill dated January 16, 2025.
On
or about December 1, 2025, the Company issued 106,097 shares of common stock to Pacific Pier pursuant to its notice of conversion of
$101,904 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 4, 2025.
On
or about December 5, 2025, the Company issued 272,532 shares of common stock to Mast Hill pursuant to its notice of conversion of $261,762
in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025.
On
or about December 11, 2025, the Company issued 105,647 shares of common stock to Mast Hill pursuant to its notice of conversion of $93,751
in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025.
36
On
or about December 19, 2025, the Company issued 11,665 shares of common stock to Lucas Ventures, LLC (“Lucas Ventures”) as
required by a true-up provision with respect to commitment shares under the Company’s security purchase agreement with Lucas Ventures
dated May 19, 2025.
On
or about December 24, 2025, the Company issued 913,842 shares of Company common stock to an investor for a purchase price of $395,328.
On
or about December 24, 2025, the Company issued 461,631 shares of Company common stock to an investor for a purchase price of $199,702.
On
or about December 29, 2025, the Company issued 194,527 shares of Company common stock to an investor for a purchase price of $84,152.
As
to the shares of common stock issued for (i) conversion of convertible promissory notes, or (ii) exercise of warrants described above,
the share were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”) provided by Section 3(a)(9) of the Securities Act, as the shares of common stock were issued in exchange for and conversion
of convertible promissory notes or warrants issued by the Company, there was no additional consideration for the exchanges, and there
was no remuneration for the solicitation of the exchanges. As to the other issuances of common stock described above, such shares were
issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities
Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited and/or financially sophisticated and
had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public
offering of securities or any general solicitation.
Item
6. Selected Financial Data.
Not Applicable.
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