Item 2. Unregistered Sales of Equity Securities
ITEM 2. 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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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