What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2025-08-19 compared with 2025-05-20 · 39 added, 19 removed, 3 unchanged (95% of the section changed)

Unregistered Sales of Equity Securities

Effective January 16, 2025, the

Company entered into a securities purchase agreement with Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”),

pursuant to which the Company sold, and Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount

of $1,637,833.33, and (ii) warrants to purchase 818,917 shares of Company common stock, for an aggregate purchase price of $1,474,050.

On January 27, 2025, the Company issued 56,100 shares

upon the final conversion of a convertible promissory note issued to Firstfire Global Opportunities Fund LLC.

On February 11, 2025, the Company entered into a consulting

agreement with a third-party consultant, and as a condition to the agreement, the Company issued 25,000 shares of common stock to the consultant.

Effective February 28, 2025, the Company entered into

a securities purchase agreement with Mast Hill pursuant to which the Company sold, and Mast Hill purchased, (i) a junior secured convertible

promissory note in the principal amount of $620,000, and (ii) warrants to purchase 310,000 shares of Company common stock, for an aggregate

purchase price of $558,000.

The Company issued the

foregoing securities pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (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.

or about April 7, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 4, 2025, described above, the Company

issued 45,000 shares of Company common stock to Pacific Pier as commitment shares in connection with the financing.

or about April 23, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 23, 2025, described above, the Company

issued 45,000 shares of Company common stock to Pacific Pier as commitment shares in connection with the financing.

May 6, 2025, the Company entered into a Subscription Agreement with various investors, pursuant to which the purchasers acquired in the

aggregate 10,731,704 shares of Company common stock, at a price of $0.41 per share, for aggregate gross proceeds of $4,400,000.

or about May 9, 2025, the Company issued 315,000 shares of common stock to Mast Hill pursuant to its conversion of $100,119.60 in interests

and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 19, 2025, pursuant to the securities purchase agreement with Lucas Ventures dated May 19, 2025, described above, the Company

issued 40,000 shares of Company common stock to Lucas Ventures as commitment shares in connection with the financing.

or about May 23, 2025, the Company issued 500,000 shares of common stock to Mast Hill pursuant to its conversion of $154,240.00 in interest

and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 23, 2025, the Company issued 501,000 shares of common stock to Mast Hill pursuant to its conversion of $154,548.48 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 23, 2025, the Company issued 502,000 shares of common stock to Mast Hill pursuant to its conversion of $154,856.96 in principal

and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

or about May 23, 2025, the Company issued 1,744,141 shares of common stock to Mast Hill pursuant to its conversion of the remaining $538,032.89

in principal and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022, leaving a balance of $0 under

or about June 4, 2025, pursuant to the securities purchase agreement with Mast Hill dated June 3, 2025, described above, the Company

issued 50,000 shares of Company common stock to Mast Hill as commitment shares in connection with the financing.

or about June 10, 2025, the Company issued 500,000 shares of common stock to Mast Hill pursuant to its conversion of $121,635 in interest

and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.

or about June 17, 2025, the Company issued 501,000 shares of common stock to Mast Hill pursuant to its conversion of $126,252 in principal,

interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.

or about June 20, 2025, the Company issued 33,464 shares of common stock to 1800 Diagonal pursuant to its conversion of $33,464 in principal,

interest and fees owed under the convertible promissory note issued to 1800 Diagonal dated October 15, 2024.

or about June 23, 2025, the Company issued 123,788 shares of common stock to 1800 Diagonal pursuant to its conversion of $25,995 in principal,

interest and fees owed under the convertible promissory note issued to 1800 Diagonal dated October 15, 2024.

or about June 23, 2025, the Company issued 62,926 shares of common stock to Lucas Ventures as true-up shares under the securities purchase

agreement with Lucas Ventures dated November 29, 2024.

to the shares of common stock issued for conversion of convertible promissory notes 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 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.

Defaults upon Senior Securities

Mine Safety Disclosures

Not Applicable.

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities