Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: In March 2025, the Company issued 1,606,000 Common Shares in accordance with the ELOC Agreement to Helena 1 (Note 7) for gross proceeds of $481,530.
−Removed: The Common Shares were issued in
−Removed: reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.
−Removed: Helena has represented to the Company that it is an accredited investor, as defined in Rule 501
−Removed: of Regulation D promulgated under the Securities Act.
+Added: Between August 1, 2025 and October 31, 2025, the Company issued shares of its common stock to Helena pursuant to the Company’s existing Equity Line of Credit (“ELOC”) facility.
+Added: issuances were made as drawdowns under the ELOC in exchange for cash proceeds used primarily for working capital and, in certain cases, to fund payments toward the Company’s convertible note obligations under the Helena Note Purchase
+Added: The shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as transactions not involving a public
Defaults Upon Senior Securities
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