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Item 2. Unregistered Sales of Equity Securities

2025-08-12 compared with 2025-05-12 · 25 added, 9 removed, 5 unchanged (87% of the section changed)

1 unchanged sentence

Sales of Unregistered Securities

the three months ended March 31, 2025, the Company issued 240,000 shares of common stock for services.

The Company relied on the exemption

from registration set forth in Section 4(a)(2) of the Securities Act for this issuance.

the three months ended March 31, 2024, the Company issued 274,000 shares of common stock at fair value of $411,000 in exchange for August

convertible note of $314,354 and recognized $96,646 loss on conversion of note to non-operating income (expense) in the unaudited condensed

consolidated statements of operations

each case, the issuance did not involve a public offering and was made without general solicitation or general advertising, and the recipient

of the shares was an accredited investor.

The Board recently approved

a capital raise by the Company in an aggregate amount of up to $3,000,000 pursuant to a form of Common Stock Purchase Agreement (the “ Purchase

Agreement ”).

The Purchase Agreement provides that the Company would issue and sell, and investors would purchase, shares

of the Company’s common stock, par value $0.00001 per share, for a price per share of $1.59.

Between July 18, 2025 and

August 6, 2025, we entered into Purchase Agreements with multiple investors, pursuant to which such investors purchased, and the Company

sold, an aggregate of 754,716 shares of the Company’s common stock.

As of August 6, 2025, we have received approximately $1.3 million

in aggregate proceeds, though the Company may continue to raise additional proceeds of up to the $3 million approved by the Board.

Company relied on the exemption from registration set forth in Section 4(a)(2) and/or Rule 506 of Regulation D, of the Securities Act

for these issuances.

During the three months ended

June 30, 2025, the Company issued 3,002,086 shares of common stock, including 550,000 shares of common stock to its directors and officer,

for services.

The Company relied on the exemption from registration set forth in Section 4(a)(2) of the Securities Act for this issuance.

During the three months ended

June 30, 2025, the Company issued 1,952,086 shares of common stock to its former Chief Executive Officer and former President and Chief

Operating Officer, for consulting services pursuant to consulting agreements.

The Company relied on the exemption from registration set

forth in Section 4(a)(2) of the Securities Act for this issuance.

In each case, the issuance

did not involve a public offering and was made without general solicitation or general advertising, and the recipient of the shares was

an accredited investor and represented they acquired the shares for investment purposes and not with a view to distribution.

of Equity Securities by the Issuer and Affiliated Purchasers

Company repurchased no shares of common stock during the first quarter of 2025.

Company did not repurchase shares of common stock during the first and second quarters of 2025.

DEFAULTS UPON SENIOR SECURITIES

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities