−Removed: UNREGISTERED SALES OF EQUITY SECURITIES
−Removed: AND USE OF PROCEEDS
−Removed: In the three months ended
−Removed: December 31, 2025, and in the subsequent period through the date hereof, we had the following unregistered issuances of our common stock,
−Removed: 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,
−Removed: as applicable to each issuance:
−Removed: (i) On October 15, 2025, we issued 200,000 shares of our common stock to a group of sellers in conjunction
−Removed: with the closing of an asset purchase agreement with Neubau Energy Inc.;
−Removed: (ii) On November
−Removed: 10, 2025, we issued 50,000 shares of our common stock to a distributor as compensation pursuant to a distribution agreement and 26,327
−Removed: shares of our common stock to a consulting firm as compensation pursuant to a referral agreement;
−Removed: and (iii) From December 2025 to February
−Removed: 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
−Removed: 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
−Removed: We expect to use the proceeds of this private offering to meet working capital needs and for other general corporate purposes.
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
+Added: Except as set forth in a previously
+Added: filed Form 8-K, in the three months ended March 31, 2026, and in the subsequent period through the date hereof, we had the following unregistered
+Added: issuance of our common stock, which was made pursuant to exemptions from registration as set forth in Section 4(a)(2) and/or Section 3(a)(9)
+Added: of the Securities Act, as applicable to each issuance:
+Added: On February 9, 2026, we closed the second tranche of a private equity offering
+Added: entered into in November 2025 with an institutional investor under which we issued a total of 4,000,000 shares of our common stock to
+Added: the investor at an offering price of $2.50 per share resulting in gross proceeds to the Company in the amount of $10,000,000.
+Added: to use the proceeds of this private offering to meet working capital needs and for other general corporate purposes.
DEFAULTS UPON SENIOR SECURITIES
2 unchanged sentences
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.