Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 24, 2025, we issued to a consultant a warrant to purchase up to 10,000 shares of Common Stock, which warrant has an exercise
price equal to $0.715 per share, and one-third of which shall vest 12 months after its date of issuance with the remainder vesting in
equal tranches quarterly for two years thereinafter, and shall expire ten years from its date of issuance. Notwithstanding the foregoing, the purchase rights represented by such warrant shall become fully exercisable upon the consummation of
a Change in Control (as defined therein). Such warrant was issued in
reliance upon the available exemptions from registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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