Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On
June 4, 2025, the Company issued 75,000 restricted shares of common stock, at a price of $3.02 per share, to Force Family Network pursuant
to a contract to provide investor relations services.
On
June 16, 2024, the Company issued 4,636 restricted shares of common stock, at a price of $3.46 per share, to Donohoe Advisory Services
as payment for services rendered related to the Company’s Nasdaq Initial Listing Application.
On
June 24, 2025, the Company sold 86,092 restricted shares of common stock to Jimmy Byrd, at a price of $3.02 per share.
On
June 24, 2025, the Company issued 594 shares of restricted common stock to Something Great, at a price of $3.37 per share, as payment
for services rendered.
On
July 10, 2025, the Company sold 75,000 restricted shares of common stock to KC Global Media Asia LLC, at a price of $3.02 per share.
On
July 22, 2025, the Company issued 3,000 restricted shares of common stock to MercTech Holdings at a price of $3.15 per share and 1,000
restricted shares of common stock to Nishant Kapoor at a price of $4.02 per share, both as payment for IT contractor services provided.
On
July 27, 2025, the Company issued 15,000 restricted shares of common stock, at a price of $3.97 per share, to Karen Morgan pursuant to
a consulting contract related to the development and launch of a dedicated beauty and wellness FAST channel.
On
August 1, 2025, the Company issued 20,000 restricted shares of common stock to David Thomas at a price of $3.74 per share pursuant to
a contract to provide investor relations services.
56
On
August 12, 2025, the Company issued 10,000 restricted shares of common stock to Michal Byrd at a price of $3.99 per share pursuant to
a contract to provide investor relations services.
On
August 18, 2025, the Company issued 20,000 restricted shares of common stock to VIP Meetings at a price of $3.55 per share pursuant to
a contract to provide investor relations services.
On
August 21, 2025, the Company issued 20,000 restricted shares of common stock to Christopher LaCoursiere at a price of $3.73 per share
pursuant to a contract to provide investor relations services.
On
August 24, 2025, the Company issued 30,000 restricted shares of common stock to Balencic Consulting at a price of $3.47 per share pursuant
to a contract to provide investor relations services.
On
August 25, 2025, the Company issued 30,000 restricted shares of common stock to Jimmy Caplan at a price of $3.30 per share pursuant to
a contract to provide investor relations services.
On
August 29, 2025, the Company issued 36,283 restricted shares of common stock to the holders of the Company’s Series L and M preferred
stock as a dividend.
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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