Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On
September 10, 2025, the Company issued 10,000 restricted shares of common stock at a price of $4.03 per share pursuant to a contract
with Save Your Day Films to provide media production, distribution, and sales services.
On
September 22, 2025, the Company issued 14,755 unrestricted shares of common stock and 20,238 restricted shares of common stock to MZ
Group, both at a price of $3.78 per share, as payment for investor relations services provided.
On
September 22, 2025, and October 6, 2025, the Company issued 15,000 and 29,224 unrestricted shares of common stock, respectively, to Iroquois
Capital Management pursuant to the cashless exercise of warrants.
On
October 7, 2025, the Company issued 100,000 restricted shares of common stock to NexGenAI at a price of $3.44 per share pursuant to a
contract to provide cryptocurrency strategy development consulting services, and 100,000 restricted shares of common stock at a price
of $3.44 per share pursuant to a contract to provide AI driven social media marketing and engagement consulting services.
On
October 8, 2025, the Company sold 62,500 restricted shares of common stock to Caesar Capital at a price of $3.20 per share pursuant to
a private placement agreement.
On
October 20, 2025, the Company issued 30,000 restricted shares of common stock to Harold Erhard at a price of $3.35 per share, pursuant
to a contract to provide investor relations services.
On
October 28, 2025, the Company issued 30,000 restricted shares of common stock to New Orleans Private Wealth Management at a price of
$4.73 per share, pursuant to a contract to provide investor relations services.
On
October 28, 2025, the Company sold 70,000 restricted shares of common stock to Denis Suggs at a price of $3.00 per share, pursuant to
a private placement agreement.
On
November 4, 2025, the Company sold 33,400 restricted shares of common stock to KC Global Media Asia, LLC at a price of $3.00 per share,
pursuant to a private placement agreement.
On
November 6, 2025, the Company sold 10,000 restricted shares of common stock to Johan Mosaheb, LLC at a price of $3.00 per share, pursuant
to a private placement agreement.
57
On
November 12, 2025, the Company sold 25,000 restricted shares of common stock to Rest Harbour, Inc. at a price of $3.00 per share, pursuant
to a private placement agreement.
On
November 12, 2025, the Company sold 25,000 restricted shares of common stock to Thomas and Karen Kofman at a price of $3.00 per share,
pursuant to a private placement agreement.
On
November 14, 2025, the Company sold 25,000 restricted shares of common stock to Phillip and Michael Investments at a price of $3.00 per
share, pursuant to a private placement agreement.
On
November 21, 2025, the Company sold 333,334 restricted shares of common stock to Charcoal Investments, Ltd. at a price of $3.00 per share,
pursuant to a private placement agreement.
On
November 28, 2025, the Company sold 16,700 restricted shares of common stock to Cleveland Parker at a price of $3.00 per share, pursuant
to a private placement agreement.
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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