Unregistered Sales of Securities and Use of Proceeds
−Removed: 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.
−Removed: 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: These offerings were made to accredited investors only.
+Added: During the three months ended March 31, 2026, the Company issued an aggregate of 1,100,000 shares of common stock in the following unregistered transactions:
+Added: On January 9, 2026, the Company issued 1,000,000 shares of common stock to former shareholders of Telvantis Voice Services, Inc.
+Added: in connection with the Company's acquisition of Telvantis on December 31, 2025, pursuant to the Stock Purchase Agreement.
+Added: The issuance of these shares was made in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D.
+Added: The shares were issued for non-cash consideration as part of the total purchase price for the Telvantis acquisition.
+Added: On March 24, 2026, the Company issued 100,000 shares of common stock at a purchase price of $2.00 per share for total gross proceeds of $200 pursuant to the private placement offering approved by the Board of Directors on March 16, 2026.
+Added: The offering was conducted under Rule 506(b) of Regulation D of the Securities Act of 1933, as amended.
+Added: The offering was 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.
−Removed: 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.
+Added: All investors represented that they were acquiring the securities for investment purposes and not with a view to distribution.
No general solicitation or advertising was used in connection with the offer or sale of these securities.
−Removed: On August 1, 2025, the Company issued 8,000,000 shares of common stock to the former shareholders of 42 Telecom Ltd.
−Removed: in connection with the Company’s acquisition of 42 Telecom and its subsidiaries pursuant to the Share Exchange Agreement dated July 15, 2025.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: These shares were issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act.
−Removed: 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.
+Added: The net proceeds from the private placement have been and will be used to fund ongoing operations, corporate infrastructure, and working capital requirements in connection with the Company's planned Nasdaq Stock Market uplisting.
Defaults Upon Senior Securities
2 unchanged sentences
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.