Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The information set forth below relates to our issuances
of securities without registration under the Securities Act of 1933.
During the six months ended June 30, 2026,
the Company issued 5,384,655 shares of common stock, valued at fair market value on issuance as follows:
· 3,983,053 shares
upon conversion of Series D Preferred Stock
· 895,000 shares
for cash proceeds of $168,860 and receivable of $653,076 under equity purchase agreement, which the Company received in July 2026.
· 3,750 shares
issued as compensation to our directors valued at $7,596
· 129,717 shares
for service from third parties valued at $535,290
· 373,135 shares
issued in connection with a financing agreement, valued at $500,000
These securities were issued pursuant to Section 4(2)
of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment
only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision.
We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the
appropriate restrictive legend affixed to the restricted stock.
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
N/A
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.