What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2025-07-15 compared with 2025-01-14 · 15 added, 30 removed, 2 unchanged (96% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

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.

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.

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.

September 19, 2024, the Company issued 32,786 shares of common stock to Alumni Capital as commitment shares related to its $10 million

equity line of credit.

1, 2024, the Company entered into a securities purchase agreement with an investor for the sale of 66,225 shares of Series I Convertible

Preferred Stock, at $3.02 per share, resulting in gross proceeds to the Company of $200,000.

October 25, 2024, the Company issued 8,065 shares of common stock to Five Star Alliance LLC in connection with executing a non-binding

letter of intent as a deposit towards a potential acquisition.

December 16, 2024, the Company issued 28,281 common shares to Out of the Box Capital Inc.

in connection with investor relations services.

December 31, 2024, the Company entered into a securities purchase agreement (the “Series J Purchase Agreement”) with certain

accredited investors (the “Purchasers”), pursuant to which the Company issued and sold an aggregate of 297,788 restricted

shares of newly designated Series J Nonvoting Convertible Preferred Stock of the Company (the “Series J Preferred”), (the

“Series J Offering”) at a purchase price of $3.02 per share.

December 31, 2024, the Company issued 60,595 shares of its newly designated Series K Convertible Preferred Stock at $3.02 per share to

investors as prepaid interest in connection with two bridge loans.

December 31, 2024, the Company issued 165,562 and 413,907 shares of its newly designated Series L Convertible Preferred Stock at $3.02

per share to Messrs.

Kerby and Monaco, respectively, in connection with their conversion of promissory notes.

December 31, 2024, the Company issued 133,278 shares of its newly designated Series M Convertible Preferred Stock at $3.02 per share

to an investor in connection with the conversion of promissory notes.

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

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS.

On May 7, 2025, the Company issued 5,000 restricted

shares of common stock, at a price of $3.02 per share, to ITA as a finder’s fee related to the FSA acquisition.

On May 13, 2025, the Company issued 15,000 restricted

shares of common stock, at a price of $3.02 per share, pursuant to a consulting contract related to the development and launch of a dedicated

beauty and wellness 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.

DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

MINE SAFETY DISCLOSURES.

Not applicable.

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