Unregistered Sales of Securities and Use of Proceeds
−Removed: 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: During the six months ended June 30, 2026, the Company issued an aggregate of 8,037,200 shares of common stock in the following unregistered transactions:
On January 9, 2026, the Company issued 1,000,000 shares of common stock to former shareholders of Telvantis Voice Services, Inc.
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No general solicitation or advertising was used in connection with the offer or sale of these securities.
+Added: On May 21, 2026, the Board of Directors determined that the revenue-based performance milestone under the Stock Purchase Agreement for Telvantis Voice Services, Inc.
+Added: had been achieved for the fiscal year ended December 31, 2025 and, pursuant to that determination, the Company issued an aggregate of 6,924,700 shares of common stock to the designated recipients, as reported on the Company’s Current Report on Form 8-K filed May 27, 2026.
+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 the shares are subject to lock-up, trickle-out and beneficial ownership limitation agreements.
+Added: The shares were issued for non-cash consideration in partial settlement of the earn-out consideration payable under the Telvantis Stock Purchase Agreement.
+Added: Included in that issuance were 1,041,000 shares issued on May 22, 2026 to an entity controlled by Daniel Gilcher, the Company’s Chief Financial Officer, in settlement of certain obligations of Telvantis, Inc.
+Added: and those shares did not constitute compensation for services to the Company.
+Added: On June 1, 2026, the Company issued 12,500 shares of common stock at a purchase price of $1.60 per share for total gross proceeds of $20 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, and was made to a single non-affiliated accredited investor.
+Added: The transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering.
+Added: The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
+Added: The investor represented that it was acquiring the securities for investment purposes and not with a view to distribution.
+Added: No general solicitation or advertising was used in connection with the offer or sale of these securities.
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.
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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.