Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
During the quarter ended June 30, 2026, the Company
sold an aggregate of 90 shares of Series D Convertible Preferred Stock to GHS for gross consideration of $82,000. These sales were exempt
from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. GHS is an “accredited
investor” as defined in Rule 501 under the Securities Act. The Company did not engage in any general solicitation or advertising
in connection with the issuance of the Preferred Stock. Selling commissions in the amount of $1,620 were paid to J.H. Darbie & Co.
pursuant to the Agreement.
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