Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
On January 22, 2026, the Company entered into
a securities purchase agreement with certain institutional investors pursuant to which it agreed to sell, in a registered direct offering,
2,166,666 shares of common stock and, in a concurrent private placement, warrants to purchase up to 2,166,666 additional shares of common
stock at a combined purchase price of $0.60 per share and accompanying warrant. The offering closed on January 26, 2026, generating aggregate
net proceeds of approximately $1,096,783, after deducting placement agent fees and other offering expenses. The shares were issued pursuant
to an effective shelf registration statement on Form S-3, while the warrants were issued in a private placement.
On February 18, 2026, the Company entered into
a securities purchase agreement with an institutional investor pursuant to which it issued, in a private placement, pre-funded warrants
to purchase up to 2,857,142 shares of common stock and common warrants to purchase up to 3,571,428 shares of common stock at a combined
purchase price of $1.05 per unit. The pre-funded warrants are immediately exercisable at a nominal exercise price, and the common warrants
have an exercise price of $0.92 per share and a five-year term. The offering closed on February 19, 2026, generating net proceeds of approximately
$2,619,613, after deducting placement agent fees and other offering expenses.
On January 21, 2026, the Company issued 550,000 shares of common stock
for payment of various accounts payable totaling approximately $518,731. The shares were valued at $0.80, the closing stock price on the
date of grant, for a total value of $437,325. The Company recorded a gain on the extinguishment of debt of $81,406.
On January 21, 2026, the Company issued 350,000
shares of common stock for prepaid legal services totaling approximately $278,250. The shares were valued at $0.80, the closing stock
price on the date of grant.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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