M2i Global, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. During the six months ended June 30, 2026, we received proceeds of $256,267 for the issuance of 40,053,167 shares of common stock. The shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Each purchaser represented to the Company that it is an “accredited investor” for purposes of Rule 501 of Regulation D. Also during the six months ended June 30, 2026, the Company issued the following securities without registration under the Securities Act: 550 shares of Series B Preferred Stock for cash received in prior periods totaling $4,137,500; 39 shares of Series B Preferred Stock for services valued at $388,358; 10 shares of Series B Preferred Stock in satisfaction of accrued consultant fees of $100,000 and debt forgiveness of $230,000; 24,942,445 shares of common stock upon conversion of 42 shares of Series B Preferred Stock; 28,411,342 shares of common stock for services valued at $322,972; 2,161,732 shares of common stock upon conversion of $25,000 of principal and $5,984 of accrued interest under the 2023 Note; and 12,500,000 shares of common stock issued pursuant to the settlement agreement described in Item 1 above. Each of these issuances was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. Item 3. Defaults upon Senior Securities. None. 18 Item 4. Mine Safety Disclosures. Not applicable.