Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Between
April 6, 2026 and July 23, 2026, the Company issued an aggregate of 201,830 shares of common shares upon the conversion of an aggregate
of 500 shares of the Company’s Series A convertible preferred shares.
O n
July 10, 2026, the Company issued 24,686 shares of common shares upon the conversion of accrued dividends payable on the Company’s
Series A convertible preferred shares.
Each
of the issuances described above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act and/or Rule 506(b) of Regulation D promulgated thereunder. Each recipient represented to the Company that it was an “accredited
investor” as defined in Rule 501(a) of Regulation D, was acquiring the securities for investment and not with a view to, or for
resale in connection with, any distribution thereof, and had access to information about the Company sufficient to make an informed investment
decision. The book-entry positions representing the shares are subject to customary restrictive legends under the Securities Act. No
underwriting discounts or commissions were paid in connection with these issuances, and there was no general solicitation or advertising.
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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