Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Securities and Use of Proceeds
During the six months ended June 30, 2025, the Company was obligated to issue an aggregate of 74,700 shares of common stock for total gross proceeds of $84,970 pursuant to a private placement offering commenced in June 2025 which shares were issued in July 2025. The offering was conducted under Rule 506(b) of Regulation D of the Securities Act of 1933, as amended, and contemplated the issuance of up to 3,333,333 shares of common stock at a purchase price of $1.00 - $1.49 per share, for total potential gross proceeds of $3,333,333 to $4,966,666. Subsequent to June 30, 2025, the Company issued an additional 200,000 shares in connection with this offering for $200,000 in gross proceeds.
These offerings were made to accredited investors only. None of the transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. All investors represented that they were acquiring the securities for investment purposes and not with a view to distribution, and each received access to such information as would be made available in a registration statement. No general solicitation or advertising was used in connection with the offer or sale of these securities.
In addition, as previously disclosed, on August 29, 2024, the Company sold 5,050,000 shares of common stock at a price of $0.20 per share to its then-Chairman of the Board, Sean Michael Brehm, for total gross proceeds of $1,010,000. These shares were issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act.
The net proceeds from these unregistered sales of equity securities have been or will be used to fund ongoing operations, research and development, corporate infrastructure, and working capital requirements.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures.
None.
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