Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
On
June 30, 2025, the Company issued to Crom 485,437 shares of common stock, representing the ELOC Commitment Shares, pursuant to the Equity
Purchase Agreement.
Also on June 30, 2025,
pursuant to the Securities Purchase Agreement with Crom, the Company issued to Crom 2,000 shares of the Company’s Series A convertible
preferred stock at a purchase price equal to $1,000 per share, or $2,000,000 in the aggregate.
In addition, in connection
with executing the Securities Purchase Agreement, on June 30, 2025, the Company issued to Crom 750,000 shares of common stock, representing
the SPA Commitment Shares, for no additional consideration.
The above shares were issued to an accredited
investor without registration under the Securities Act, based upon exemptions from registration provided under Section 4(a)(2) of the
Securities Act and Regulation D promulgated thereunder. The issuances did not involve any public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There have been no defaults in any material payments
during the covered period.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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