Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
Common Shares Issued
for Services
During
the six months ended June 30, 2025, the Company issued a total of 192,278 shares of its common stock for services rendered
and to be rendered. These shares were valued at $857,432, the fair market values on the grant dates using the reported closing share prices
on the dates of grant, and the Company recorded stock-based compensation expense of $780,624 for the six months ended June 30,
2025 and reduced accrued liabilities of $42,385 and recorded prepaid expense of $34,423 as of June 30, 2025 which will be amortized
over the rest of corresponding service periods.
Common Shares Issued for Warrant Exercise
In March and April 2025, pursuant to the terms
of related warrant agreements, the Company issued an aggregate of 429,181 shares of its common stock upon cashless exercise of warrants.
Common Shares Issued for Debt Conversion
On May 29,
2025, the Company and June 2024 Convertible Note holder entered into that certain waiver, pursuant to which, in June 2025, the investor
converted its June 2024 Convertible Note in the principal amount of $120,402 and unpaid interest of $164,711 into 285,113 shares of common
stock of the Company at a per share price of $1.00.
The
offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act
in reliance on Section 4(a)(2) of the Securities Act, or Regulation D promulgated thereunder, as transactions by an issuer not involving
a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with
a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these
transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access,
through employment, business or other relationships, to information about us .
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ITEM 3. DEFAULTS UPON
SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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