Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)
On February 9, 2026, we granted 200,000 stock options to purchase 200,000 shares of common stock at an exercise price of $2.30 per share and having an expiry date February 9, 2031. We relied on the exemption from the registration requirements provided by Rule 701 under the Securities Act for the grants to the U.S. persons.
On February 11, 2026, we issued 563,573 shares of common stock at prices ranging from $0.72 to $0.80 per share for gross proceeds of $427,928 pursuant to the exercise of outstanding warrants pursuant to a warrant incentive program. We relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of shares to the seven U.S. persons, and upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the issuance of shares to the one non-U.S. person in an offshore transaction.
On February 11, 2026, we issued 563,573 warrants having an exercise price of $2.30 per share and an expiry date of February 11, 2029 at a price of $0.001 per warrant pursuant to a warrant incentive program. We relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of the warrants to the seven U.S. persons, and upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the issuance of warrants to the one non-U.S. person in an offshore transaction.
On March 16, 2026, we issued 19,434 shares of common stock at a deemed price of $2.30 per share pursuant to the board member agreement and a medical advisory board agreement entered into by us and a director, each dated October 23, 2025. We relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of the shares to the director who is a U.S. person.
On March 25, 2026, we issued 486,970 shares of common stock at a price of $4.00 per share for gross proceeds of $1,947,880 pursuant to a private placement. We relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D for the issuance of shares to U.S. persons, and upon the exclusion from the registration requirements of the Securities Act provided by Rule 903(b) of Regulation S for the issuance of shares to non-U.S. persons in offshore transactions.
On May 22, 2026, the Company issued 70,000 shares of common stock to a consultant at a deemed price of $13.50 per share pursuant to the terms of a marketing agreement. The Company relied upon the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903(b) of Regulation S promulgated under the U.S. Securities Act with respect to the issuance of such shares of common stock to the non-U.S. consultant.
On May 22, 2026, the Company issued 500,000 shares of common stock to a director at a deemed price of $0.001 per share pursuant to the exercise of 500,000 performance common stock purchase warrants, which had vested, for gross proceeds of $500. The Company relied upon the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903(b) of Regulation S promulgated under the U.S. Securities Act with respect to the issuance of such shares to the non-U.S. person.
On May 28, 2026, the Company issued 400,000 shares of common stock to an individual at a deemed price of $0.001 per share pursuant to the exercise of 400,000 performance common stock purchase warrants, which had vested, for gross proceeds of $400. The Company relied upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the U.S. Securities Act with respect to the issuance of such shares to the U.S. person.
On May 28, 2026, the Company issued 1,667 shares of common stock to a consultant at a deemed price of $13.74 per share pursuant to the terms of a consulting services agreement. The Company relied upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the U.S. Securities Act with respect to the issuance of such shares to the U.S. person.
35
On June 4, 2026, the Company issued 416,667 common stock purchase warrants, and 416,667 shares of common stock upon the exercise of a like number of issued and outstanding common stock purchase warrants for gross proceeds of approximately $167,083. The Company intends to use the proceeds for general working capital purposes. Such warrants and such shares of common stock issued upon exercise of warrants were issued in transactions exempt from the registration requirements of the U.S. Securities Act, in reliance on the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903(b) of Regulation S thereunder to the non-U.S. person.
On June 8, 2026, the Company issued 100,000 shares of common stock at a price of $0.001 per share upon the exercise of a like number of issued and outstanding performance common stock purchase warrants, for gross proceeds of $100. The Company relied upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder for the issuance of such performance warrant Shares to the individual who is a U.S. person.
(b) Not applicable.
(c) There were no repurchases of our Common Stock or purchases by affiliated parties in the fiscal quarter ended April 30, 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.