Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds, Issuer Purchases of Equity Securities.
On March 13, 2026, we issued an aggregate of 3,277,099 shares of our common stock to certain holders of our convertible promissory notes in exchange for the cancellation of their outstanding notes having an aggregate outstanding principal amount of $675,000 and accrued and unpaid interest of approximately $13,200.
The shares of common stock issued in the exchange were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act. The shares were issued solely to existing holders of the notes and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Mine Safety Disclosures.
Not applicable.
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