Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 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 March 31 ,
2025, the Company issued 68,881 shares of common stock with a fair market value of $ 421,109
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
March 31 , 2025 , the Company issued 5,000 shares of common stock upon the conversion of 400
shares of Series B Preferred at a conversion price of $4.00 per share.
During the three months ended
March 31 , 2025 , the Company issued 5,293 shares of common stock with a value of $19,620 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
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.
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