Item 2. Unregistered Sales of Equity Securities
ITEM
2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
August 27, 2025, the Company entered into a Securities Purchase Agreement with X3 Higher Moment Fund LLC (the “Investor”)
to issue and sell (i) 3,172,858 shares (the “Shares”) of common stock, $0.0001 par value per share of the Company (the “Common
Stock”) and (ii) a warrant (the “Warrant”) to purchase up to 3,204,908 shares of Common Stock (collectively, the “Securities”).
The per share purchase price of the Shares and the Warrant exercise price are each $0.46822, which represents the average closing price
of the Common Stock as reported on the NYSE American for the five trading days immediately preceding the signing of the Agreement. The
Securities were sold for an aggregate of $1,485,595. The Securities were issued pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended provided in Section 4(a)(2) of the Securities Act.
ITEM
3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4 - MINE SAFETY DISCLOSURES
Not
applicable.
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