Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
In the three months ended
December 31, 2025, and in the subsequent period through the date hereof, we had the following unregistered issuances of our common stock,
which were made pursuant to exemptions from registration as set forth in Section 4(a)(2) and/or Section 3(a)(9) of the Securities Act,
as applicable to each issuance: (i) On October 15, 2025, we issued 200,000 shares of our common stock to a group of sellers in conjunction
with the closing of an asset purchase agreement with Neubau Energy Inc.; (ii) On November
10, 2025, we issued 50,000 shares of our common stock to a distributor as compensation pursuant to a distribution agreement and 26,327
shares of our common stock to a consulting firm as compensation pursuant to a referral agreement; and (iii) From December 2025 to February
2026, we closed a private equity offering with a group of accredited investors under which we issued a total of 5,200,000 shares of our
common stock to the investor group at an offering price of $2.50 per share resulting in gross proceeds to the Company in the amount of
$13,000,000. We expect to use the proceeds of this private offering to meet working capital needs and for other general corporate purposes.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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