Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On
December 30, 2025, we issued 75,000,000 shares of unregistered Common Stock in satisfaction of a conversion notice submitted by
a lender for partial repayment of our debt.
On May 5, 2026, the Company issued 83,333,333 shares of unregistered Common Stock in satisfaction of a
conversion notice submitted by a lender for partial repayment of our debt.
Item
3. Defaults Upon Senior Securities.
On
February 17, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors, LP (the
“Investors”) pursuant to which it issued two convertible notes having an aggregate principal amount of $16,500,000
for an aggregate purchase price of $15,000,000 (collectively, the “Notes”). The Notes are secured by a blanket lien
on all of the Company’s assets and the shares of the Company’s Common Stock and Preferred Stock (the “Pledged
Assets”). On February 1, 2023, pursuant to an agreement with the lender of the Company’s senior secured notes, Sovryn
was sold to the lender. The net assets of Sovryn at the time of disposition totalled $9,159,907, which was used to partially settle
the principal balance of the senior secured notes, which totalled $16,500,000. The transaction was accounted for as a non-cash
settlement. The remaining principal balance of $7,340,093 and accrued interest are in default.
Item
4. Mine Safety Disclosures.
None.
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