Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On June 18, 2025, we consummated the private placement of 3,323,536
shares of Common Stock for an aggregate purchase price of $13,294,144 (the “Private Placement”). Following the closing of
the Private Placement, proceeds of the sale of the Common Stock was available for the Company’s working capital purposes The shares
were subsequently registered with the SEC pursuant to our S-1 filing on September 18, 2025.
On February 10, 2026, the Company delivered purchase notices for and
issued 20,000 shares of common stock to New Circle at a settlement price of $0.26 per share. This resulted in gross proceeds to the Company
of $5,164. The securities were sold under the exemption from registration under the Securities Act in reliance upon Section 4(a)(2) of
the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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