What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-07-15 compared with 2026-01-14 · 46 added, 37 removed, 3 unchanged (97% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

Accordingly, the securities constitute “restricted securities” within the meaning of Rule 144 under the Securities

received from the issuance of unregistered common and preferred shares and associated warrants have been used for general working capital

Consideration

commission override

Hog Ventures, Inc.

consulting services

A and Series B Convertible Preferred Stock

Consideration

- Series A preferred, with Investment Warrants

Global Investment Opportunities 1 Ltd.

- Series B preferred, with Investment Warrants

Consideration

- Series A Preferred

KCGM Asia LLC

- Series A Preferred

Global Investment Opportunities 1 Ltd.

– Series B Preferred

– Common Shares

KCGM Asia LLC

– Common Shares

Agent Warrants

Consideration

Capital Management LLC designees

agent - Helena Financing (1)

Consideration

Media Management, Inc.

services for JOURNY.tv

The warrants issued on December 23, 2025 were issued to Craft Capital Management LLC designees, as placement agent, as partial compensation

for placement agent services rendered in connection with the Company’s Mayr 2026 private placement of securities to Helena Global

Investment Opportunities 1 Ltd.

(which financing was previously reported on a Current Report on Form 8-K).

The Company also paid Craft

Capital Management LLC.

a cash placement agent fee equal to 8% of the gross proceeds of that financing.

from Registration

securities described above were issued in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities

Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public

offering, except that the stock option granted under the Company’s 2023 Equity Incentive Plan was issued in reliance upon Rule

701 thereunder.

No general solicitation or general advertising was used.

Each recipient was an accredited investor or otherwise had access,

through such recipient’s relationship with the Company, to the type of information that would have been provided in a registration

statement and represented an investment intent.

Other than the cash placement agent fee described in note (1) above, no underwriting

discounts or commissions were paid by the Company in connection with these issuances.

DEFAULTS UPON SENIOR SECURITIES.

1 unchanged sentence

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities