Item 2. Unregistered Sales of Equity Securities
ITEM 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Except as disclosed below,
during the period covered by this Quarterly Report on Form 10-Q, the Company has not sold any equity securities that were not registered
under the Securities Act that were not previously reported in a Current Report on Form 8-K.
On
January 9, 2025, the Company entered into a second consulting agreement with a service provider, pursuant to which the Company agreed
to issue the service provider, as partial compensation, 40,000 restricted shares of common stock. The Company issued the shares to the
service provider on January 21, 2025 in reliance on an exemption from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation
D of the Securities Act. The service provider represented in the consulting agreement that it was an “accredited investor,”
as defined in Rule 501(a) of Regulation D under the Securities Act. The shares are subject to transfer restrictions, and the book-entry
records evidencing the shares contain an appropriate legend stating that such shares have not been registered under the Securities Act
and may not be offered or sold absent registration or pursuant to an exemption therefrom.
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