Item 1A. Risk Factors
Item
1A. Risk Factors.
There
have been no material changes from the risk factors set forth in the “Risk Factors” section of the Company’s Annual
Report on Form 10-K for the year ended September 30, 2025, as filed with the SEC on January 9, 2026.
Item
2. Unregistered Sale of Equity Securities and Use of Proceeds.
During
the quarter ended June 30, 2026, the Company recorded two sales of unregistered shares:
On
February 12, 2026, the Company issued a total of 3,625,000 shares with a fair value on the grant date of $0.0222 per share, consisting
of 3,600,000 shares issued in exchange for marketing and consulting services, and 25,000 shares granted as employee equity incentives.
The shares were sold and granted in a private offering to service providers and employees who acquired the shares for their own account.
The offering, therefore, was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Securities Act.
The
Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Act during the quarter
ended June 30, 2026.
Item
3. Defaults upon Senior Securities.
Not
applicable
Item
4. Mine Safety Disclosure
Not
applicable.
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