Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent
Sales of Unregistered Securities
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. The
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.
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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.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
The
Company did not repurchase shares of common stock during the first and second quarters of 2025.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
None.
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