Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On September 19, 2025, the Company issued 250,000 shares of common
stock to The Benchmark Company LLC and warrants to purchase 132,000 shares of common stock to designees of H.C. Wainwright & Co.,
in satisfaction of transaction costs incurred in connection with the Business Combination we completed on July 11, 2025. The warrants
are exercisable for a period of seven years from issuance at an exercise price of $0.01 per warrant.
The issuances of the shares and warrants described above were issued
in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated
under the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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