Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: During the three months ended June 30, 2025, the Company issued 119,007 shares of Series C Preferred Stock as follow;
−Removed: 50,000 shares Series C Convertible Preferred Stock to two (2) management for compensation valued at $1,100,000 in April 2025;
−Removed: 69,007 shares Series C Convertible Preferred Stock to BoltRock Holdings LLC for finance expenses valued at $2,511,855 in June 2025.
−Removed: During the three months ended June 30, 2025, the Company issued 13,708,652 shares of Common Stock as follow:
−Removed: 10,652,760 shares of Common Stock to sixteen (16) investors upon conversion of 532,638 shares of Series C Convertible Preferred Stock in April 2025;
−Removed: 10,000 shares of Common Stock to a consultant for service valued at $19,000 in May 2025;
−Removed: 3,045,892 shares of Common Stock for conversion of debt and accrued interest of $1,218,353 in June 2025.
+Added: During the three months ended September 30, 2025, the Company issued 432,193 shares of Series C Preferred Stock as follow;
+Added: 420,943 shares pursuant to PIPE offering, for proceeds of $5,395,797;
+Added: 5,000 shares for services valued at $98,167;
+Added: 6,250 shares, to our CEO, for compensation valued at $117,917.
+Added: During the three months ended September 30, 2025, the Company issued 6,688,404 shares of Common Stock as follow:
+Added: 818,709 shares to six (6) investors upon conversion of debt and accrued interest of $1,964,897;
+Added: 5,683,336 shares for conversion of 1,705,000 shares of Series C Preferred Stock;
+Added: 36,000 shares for services valued at $215,640;
+Added: 150,000 shares, to our COO, for compensation as restricted stock awards, valued at $1,799,970;
+Added: 359 shares for reverse stock split adjustment.
+Added: The offers and sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder.
+Added: The recipients of the above securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof.
+Added: The cash proceeds will be used for working capital.
Defaults Upon Senior Securities.
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