Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
On June 4, 2024, we issued a total of 350,000 units to accredited investors,
where each unit was priced at $0.10 per unit and consists of one share of common stock in the company and a warrant to purchase one-half
of one share of common stock in the company, exercisable for one year from issuance with an exercise price at $0.20 per share.
These securities were issued pursuant
to Section 4(2) of the Securities Act and/or Rule 506 and/or Regulation S promulgated thereunder. The investor represented the intention
to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about
us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent
to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item 3.
Defaults upon Senior Securities
None
Item 4.
Mine Safety Disclosures
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.