What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-05-19 compared with 2025-11-19 · 31 added, 23 removed, 7 unchanged (89% of the section changed)

1 unchanged sentence

Sales of Equity Securities

forth below is information regarding securities that we issued during the Nine months ending June 30, 2025, that were not registered

forth below is information regarding securities that we issued during the three months ended March 31, 2026, that were not registered

under the Securities Act of 1933, as amended (the “Securities Act”).

1 unchanged sentence

such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration

July 2, 2025, the Company issued 200,000 shares of restricted common stock to Michael Peterson, a member of the Board of Directors.

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.

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.

August 4, 2025, the Company issued 243,428 shares of Common Stock to a third party for services rendered to the Company.

were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated

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.

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.

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

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.

January 13, 2026, the Company issued 1,224,489 shares of common stock to Hudson Global Ventures, LLC as consideration for consulting

services rendered to the Company.

January 16, 2026, in connection with the issuance of secured convertible promissory notes, the Company issued warrants to purchase an

aggregate of 1,097,640 shares of common stock to Dawson James Securities, Inc.

and its designees, at an exercise price of $0.41 per share,

expiring January 20, 2031.

February 12, 2026, the Company issued 2,340,000 shares of common stock to Silverback Capital Corporation pursuant to a court-approved

settlement agreement under Section 3(a)(10) of the Securities Act.

March 9, 2026, the Company issued 4,126,000 shares of common stock to Silverback Capital Corporation pursuant to the settlement agreement

described above.

March 18, 2026, the Company issued an aggregate of 10,000,000 shares of common stock and 10,000,000 warrants to Suren Ajjarapu and Prashant

Patel in settlement of accrued compensation obligations, exercisable at $0.01 per share and expiring March 18, 2031.

March 23, 2026, the Company issued 400,000 shares of common stock to Silverback Capital Corporation as consideration for settlement and

legal fees incurred in connection with the settlement arrangement.

foregoing issuances, other than the shares issued to Silverback Capital Corporation pursuant to the court-approved settlement agreement

under Section 3(a)(10) of the Securities Act, were not registered under the Securities Act in reliance on the exemption from registration

provided by Section 4(a)(2) of the Securities Act.

The shares issued to Silverback Capital Corporation were issued in reliance on the

exemption from registration provided by Section 3(a)(10) of the Securities Act based upon the fairness determination made by the Circuit

Court of the Twelfth Judicial Circuit in and for Desoto County, Florida.

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.

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, other than Dawson James Securities, Inc.

acting as placement agent in connection with the convertible note

Defaults Upon Senior Securities.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities