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 six months ending June 30, 2025, that were not registered under the Securities Act of 1933, as amended,
(the “Securities Act”) and not previously disclosed in reports filed with the SEC. 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 June 26, 2025, the Company issued 750,000 shares
of restricted common stock to former chief executive officer Timothy Canning as consideration for the sign-on bonus deliverable to the
terms of his employment agreement, which terminated upon his resignation in February 2025. These restricted shares vest on December 26,
2025.
As of June 30, 2025, the Company had
issued a total of 1,155,030 shares of common stock pursuant to put notices under the Hudson EPA, resulting in net proceeds of $1,149,417.
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.
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