Item 2. Unregistered Sales of Equity Securities
ITEM 2 –
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On October 11, 2024, we issued an aggregate of
1,095,000 shares of common stock at a price of $1.50 per share to 15 individuals due to the closing of our private placement at $1.50
per share for aggregate gross proceeds of $1,642,500. We relied upon the exemption from registration under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”), provided by Rule 903 of Regulation S promulgated under the U.S. Securities
Act for the issuance of the shares to the 15 individuals who were non-U.S. persons as the securities were issued to the individuals through
offshore transactions where were negotiated and consummated outside the United States.
In connection with the closing of the private
placement, we paid cash finder’s fees of an aggregate of $158,000 to three individuals.
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable
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