Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a)
Recent sales of unregistered securities
On
August 12, 2025, we issued 33,895 shares of common stock having a value of $72,763 (based on $2.147 price calculated by using 120%
of the dollar value weighted average price of our common stock on the New York Stock Exchange American for the thirty (30) trading
days immediately preceding the date of the purchase payment) to a service provider under a master services agreement in
consideration of services rendered. We did not receive any cash proceeds from this issuance. The issuance was exempt under Section
4(a)(2) of the Securities Act of 1993, as amended.
On
September 8, 2025, we issued 7,447 shares of common stock having a value of $14,550 (based on $1.954 price calculated by using 120%
of the dollar value weighted average price of our common stock on the New York Stock Exchange American for the thirty (30) trading
days immediately preceding the date of the purchase payment) to a service provider under a master services agreement in
consideration of services rendered. We did not receive any cash proceeds from this issuance. The issuance was exempt under Section
4(a)(2) of the Securities Act of 1993, as amended.
On
September 19, 2025, we renewed a Service Agreement with IRTH Communications LLC (“IRTH”) pursuant to which IRTH will
continue to provide investor relations, communications and consulting services. In consideration of IRTH’s undertaking of the
services agreement and provision of services thereunder, we agreed to issue IRTH shares of our common stock having a value of
$100,000 with the number of shares (“the shares”) determined by dividing $100,000 by the Company’s closing price
on the date of the renewal of the agreement or 64,516 shares based on the $1.55 closing price of our common stock on September 19,
2025. We did not receive any cash proceeds from this issuance. The shares issued are based on the exemption from the registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
On October 8, 2025,
we issued 7,348 shares of common stock having a value of $14,550 (based on $1.954 price calculated by using 120% of the dollar
value weighted average price of our common stock on the New York Stock Exchange American for the thirty (30) trading days immediately
preceding the date of the purchase payment) to a service provider under a master services agreement in consideration of services rendered.
We did not receive any cash proceeds from this issuance. The issuance was exempt from registration under Section 4(a)(2) of the Securities
Act of 1993, as amended.
On
November 5, 2025, the Company issued a warrant to purchase 11,475 shares of common stock at
an exercise price of $1.525 to H.C. Wainwright & Co., LLC for services rendered under its engagement agreement. We did not receive any cash proceeds
from this issuance. The issuance was exempt from registration
under Section 4(a)(2) of the Securities Act of 1993, as amended.
(b)
Purchases of equity securities by the issuer and affiliated purchasers.
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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