Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered
Sales of Equity Securities
Set
forth below is information regarding securities that we issued during the Nine months ending June 30, 2025, that were not registered
under the Securities Act of 1933, as amended, (the “Securities Act”). Also included is the consideration received by us for
such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration
was claimed.
On
July 2, 2025, the Company issued 200,000 shares of restricted common stock to Michael Peterson, a member of the Board of Directors. Of
these, 66,000 shares vested immediately, while the remaining 134,000 shares are scheduled to vest in equal installments on July 2, 2026,
and July 2, 2027.
On
July 24, 2025, the Company issued an aggregate of 7,940,118 shares of Common Stock to the sellers of Wellgistics, LLC under the revised
Wellgistics MIPA.
On
August 4, 2025, the Company issued 243,428 shares of Common Stock to a third party for services rendered to the Company. These shares
were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated
thereunder.
On
August 26, 2025, the Company issued an aggregate of 200,000 shares of Common Stock to a third party for services rendered to the Company.
These shares were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule
506(b) promulgated thereunder.
As
of September 30, 2025, the Company had issued a total of 3,426,254 shares of common stock pursuant to put notices under the Hudson EPA,
resulting in net proceeds of $2,838,787.
The
forgoing issuances were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act. In each transaction, we did not engage in any general solicitation or advertising and we offered the securities
to a limited number of persons with whom we had pre-existing relationships. We exercised reasonable care to ensure that the purchasers
of securities were not underwriters within the meaning of the Securities Act, including making reasonable inquiry prior to the issuances,
making written disclosure regarding the restricted nature of the securities, and placing a legend on the certificates representing the
shares. The recipients of securities in each of these transactions acquired the securities for investment purposes only and not with
a view to or for sale in connection with any distribution thereof. No underwriters were involved in the above transactions.
Repurchases
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
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.