Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended September 30, 2025, the Company issued 432,193 shares of Series C Preferred Stock as follow;
·
420,943 shares pursuant to PIPE offering, for proceeds of $5,395,797;
·
5,000 shares for services valued at $98,167; and
·
6,250 shares, to our CEO, for compensation valued at $117,917.
During the three months ended September 30, 2025, the Company issued 6,688,404 shares of Common Stock as follow:
·
818,709 shares to six (6) investors upon conversion of debt and accrued interest of $1,964,897;
·
5,683,336 shares for conversion of 1,705,000 shares of Series C Preferred Stock;
·
36,000 shares for services valued at $215,640;
·
150,000 shares, to our COO, for compensation as restricted stock awards, valued at $1,799,970; and
·
359 shares for reverse stock split adjustment.
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. 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.
The cash proceeds will be used for working capital.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.