Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On
August 15, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 4,967 shares of Series I Convertible
Preferred Stock, at $3.02 per share, resulting in gross proceeds to the Company of $15,000.
On
August 31, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 24,834 shares of Series I
Convertible Preferred Stock, at $3.02 per share, resulting in gross proceeds to the Company of $75,000.
In
the second quarter of 2024, the Company issued 42,709 shares of common stock to a service provider as partial compensation for development
work related to Compass.tv, the Company’s FAST channel.
The
aforementioned securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or
any state securities laws, and were issued to the respective recipients in transactions exempt from registration under the Securities
Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated
thereunder. Accordingly, the securities constitute “restricted securities” within the meaning of Rule 144 under the Securities
Act.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
Not
applicable.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
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