Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During
the three months ended June 30, 2026, the Company issued the following securities that were not registered under the Securities Act
of 1933, as amended (the "Securities Act") (share figures as adjusted for the July 2026 reverse stock split): (i) an
aggregate of 199,920 shares of common stock issued to the holder of the Company's convertible notes payable upon partial conversions
thereof between April 8, 2026 and June 11, 2026, for an aggregate conversion amount of $725,000, in reliance on the exemption from
registration provided by Section 3(a)(9) of the Securities Act; and (ii) 45,621 shares of common stock issued on May 7, 2026 to FT
Global Capital, Inc. pursuant to the Settlement and Forbearance Agreement described in Item 1 above, in reliance on the exemption
from registration provided by Section 3(a)(10) of the Securities Act pursuant to the order of the United States District Court for
the Southern District of New York or, alternatively, in reliance on Section 4(a)(2) of the Securities Act. No underwriters were involved in, and no underwriting discounts or commissions were paid in
connection with, either of the foregoing issuances.
Item
3. Defaults upon Senior Securities
None.
Item
4. Mine Safety Disclosure
Not
applicable.
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