Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
There are no transactions that have not been previously included in a Current Report on Form 8-K, except as set forth below.
Series A Preferred Stock Financing
On June 30, 2026, we entered into the Preferred Purchase Agreement with Streeterville, pursuant to which we agreed to offer and sell to Streeterville (i) up to $40,000,000 in shares of Series A Preferred Stock at a purchase price of $1,000 per share; (ii) 1,438,000 shares of common stock as Pre-Delivery Shares for an aggregate purchase price of $1,438; and (iii) a Warrant to purchase 1,250,000 shares of common stock for a purchase price of $1,250, which Warrant is exercisable at any time after the Listing Date until the fifth anniversary of such date at an exercise price of $8.00 per share, subject to customary adjustments as set forth therein. At the first closing contemplated thereunder, which occurred on June 30, 2026, we issued the Pre-Delivery Shares and the Warrant to Streeterville in accordance with the terms of the Preferred Purchase Agreement. The Pre-Delivery Shares and the Warrant were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act for private transactions.
Advisor Share Issuance
On June 30, 2026, we issued 450,000 shares of common stock to a designee of Maxim as partial consideration for their engagement to provide general financial advisory and investment banking services to us in connection with our direct listing on Nasdaq. These shares of common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act for private transactions.
Exchange Agreement
On June 30, 2026, we entered into the Exchange Agreement with Grafiti Group, pursuant to which we issued 18,000.018 shares of our Series A Preferred Stock to Grafiti Group in exchange for 2,500,000 shares of our common stock held by Grafiti Group prior to such exchange (the “Exchange”). The shares of Series A Preferred Stock issued in connection with the Exchange were issued in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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