Item 2. Unregistered Sales of Equity Securities
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES,
USE OF PROCEEDS AND ISSUER PURCHASES OF EQUIRY SECURITIES
On May 13, 2026, the Company entered into a securities
purchase agreement with an institutional investor and issued a senior secured convertible note with an original principal amount of $5,000,000
and an original issue discount of $700,000. The note is convertible into shares of the Company’s common stock at an initial fixed
conversion price of $0.94 per share, subject to adjustment as set forth in the note. The note was, and the shares of common stock issuable
upon conversion of the note will be, issued in a transaction exempt from the registration requirements under the Securities Act in reliance
on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
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