Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
During the three months ended June 30, 2026, the Company issued 408,334
unregistered shares of Common Stock as follows:
·
33,333 shares of Common Stock issued to consultants for services, valued at $282,997; and
·
375,001 shares of Common Stock issued on conversion of 112,500 shares of Series C Convertible Preferred Stock
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 that they acquired the securities for investment
only and not with a view to or for sale in connection with any distribution thereof.
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.