Item 2. Unregistered Sales of Equity Securities
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES,
USE OF PROCEEDS AND ISSUER PURCHASES OF EQUIRY SECURITIES
On October 2, 2025, we issued 1,500,000 shares of
its common stock at a deemed price of $1.57 per share to one entity pursuant to an asset purchase agreement. We relied upon the exclusion
from the registration requirements of the United States Securities Act of 1933, as amended (the “ Securities Act ”),
for offshore transactions provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the issuance of such shares.
On October 17, 2025, we issued 60,000 shares of its
common stock at a deemed price of $1.67 per share to one individual pursuant to a settlement agreement. We relied upon the exemption from
registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares
to the individual that is a U.S. person.
On October 17, 2025, we issued 7,500 shares of its
common stock at a deemed price of $1.86 per share to one entity pursuant to a consulting agreement. We relied upon the exemption from
registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares
to the entity that is a U.S. person.
On October 21, 2025, we issued an aggregate of 4,000,000
common stock purchase warrants (the “ Warrants ”) to a consultant pursuant to a consulting services agreement with respect
to investor relations services. 3,000,000 of the Warrants entitle the holder to purchase up to 3,000,000 shares of common stock (each,
a “ Warrant Share ”) at an exercise price of $1.65 per Warrant Share until April 20, 2027, and 1,000,000 of the Warrants
entitle the holder to purchase up to 1,000,000 Warrant Shares at an exercise price of $2.15 per Warrant Share until April 20, 2027. We
relied upon the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D and/or Section
4(a)(2) under the Securities Act for the issuance of the Warrants to the one entity, which is a U.S. person.
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On November 5, 2025, we issued 300,000 common stock
purchase warrants (the “ Warrants ”) to a consultant pursuant to a consulting services agreement. The Warrants entitle
the holder to purchase up to 300,000 shares of common stock (each, a “ Warrant Share ”) at an exercise price of $1.65
per Warrant Share until April 27, 2027. We relied upon the exemption from the registration requirements of the Securities Act provided
by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the Securities Act for the issuance of the Warrants to the one entity, which
is a U.S. person.
On November 14, 2025, we issued 190,000 shares of
common stock at a price of $1.50 per share to one individual due to the closing of a private placement for gross proceeds of $285,000.
We relied upon the exclusion from the registration requirements of the Securities Act for offshore transactions provided by Rule 903(b)
of Regulation S promulgated under the Securities Act for the issuance of such shares.
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
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