Unregistered Sales of Securities and Use of Proceeds
−Removed: 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.
+Added: During the nine months ended September 30, 2025, the Company was issued an aggregate of 394,700 shares of common stock for total gross proceeds of $404,970 pursuant to a private placement offering commenced in June 2025 which shares were issued in July and September 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.
−Removed: 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.
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No general solicitation or advertising was used in connection with the offer or sale of these securities.
+Added: On August 1, 2025, the Company issued 8,000,000 shares of common stock to the former shareholders of 42 Telecom Ltd.
+Added: in connection with the Company’s acquisition of 42 Telecom and its subsidiaries pursuant to the Share Exchange Agreement dated July 15, 2025.
+Added: The issuance of these shares was made in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
+Added: The shares were issued for non-cash consideration as part of the total purchase price, based on a fair value of approximately $18,400,000 as of the acquisition date.
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.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.