Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Securities and Use of Proceeds
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. 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.
On August 1, 2025, the Company issued 8,000,000 shares of common stock to the former shareholders of 42 Telecom Ltd. in connection with the Company’s acquisition of 42 Telecom and its subsidiaries pursuant to the Share Exchange Agreement dated July 15, 2025. 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. 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. 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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