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, 2025, the Company issued 2,982 shares of its Series A Preferred as dividends pursuant to the terms of
the Series A Certificate of Designation.
During
the three months ended June 30 , 2025, the Company issued 1,980 shares
of common stock with a fair market value of $ 10,098 for services rendered and to be rendered
to the Company, which such issuance was made in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, and Regulation D promulgated thereunder for transactions not involving a public offering.
During
the three months ended June 30 , 2025 , the Company issued 183,750 shares of common stock
upon the conversion of 14,700 shares of Series B Preferred at a conversion price of $4.00 per share.
During
the three months ended June 30 , 2025 , the Company issued 176 shares of common stock with
a value of $1,249 as a dividend for the Series B Preferred, pursuant to the terms of the Series B Certificate of Designation.
Share
Repurchase Program
Period
Total number
of shares
(or units)
purchased
Average price
paid per share
(or unit)
Total number
of shares (or units)
purchased as
part of publicly
announced plans
or programs
Maximum number
(or approximate
dollar value) of
shares (or units)
that may yet be
purchased under the
plans or programs
January 1, 2025, to January 31, 2025
-
$ -
-
-
February 1, 2025, to February 28, 2025
-
-
-
-
March 1, 2025, to March 31, 2025
79,377
3.76
79,377
701,793
April 1, 2025, to April 30, 2025
-
-
-
-
May 1, 2025, to May 31, 2025
-
-
-
-
June 1, 2025, to June 30, 2025
-
-
-
$ -
Total
79,377
$ 3.76
79,377
$ 701,793
On
March 7, 2025, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $1
million of the Company’s common stock through December 31, 2025. The share repurchase program is in accordance with Rule 10b-18
of the Exchange Act. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or
in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors
such as market conditions, legal requirements and other business considerations.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not
applicable.
34
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