Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent
Sales of Unregistered Securities
During
the three months ended June 30, 2026, the Company issued the following unregistered securities:
On
April 24, 2026, the Company issued (i) senior secured convertible promissory notes in the aggregate principal amount of approximately
$15,615,385 (reflecting aggregate cash proceeds of $10,150,000 after a 35.0% original issue discount), convertible into shares of common
stock at $8.00 per share, and (ii) warrants to purchase 507,500 shares of common stock at $8.00 per share. The Company granted the holders
a first-priority security interest in substantially all of its assets.
On
May 21, 2026, the Company agreed to issue secured convertible promissory notes in the aggregate principal amount of approximately $7,692,308
(reflecting aggregate cash proceeds of $5,000,000 after a 35.0% original issue discount), convertible into shares of common stock at
the election of the holders at $8.00 per share. The Company granted the holders a subordinated security interest in substantially all of its assets. No
warrants were issued.
None
of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise
specified above, we believe these transactions were exempt from registration under the Securities Act in reliance on Section 4(2) of
the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities
Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided
under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities
for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed
on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information
about us. The sales of these securities were made without any general solicitation or advertising.
Use
of Proceeds
Not
applicable.
Repurchases
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
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