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Item 5. Market for Registrant’s Common Equity

2025-03-27 compared with 2024-03-22 · 23 added, 89 removed, 28 unchanged (80% of the section changed)

Market for Registrants Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

3 unchanged sentences

price of our Common Stock on March 25, 2025 was $7.23.

As of March 1, 2024, there were approximately

As of February 25, 2025, there were approximately

1,523 holders of record of our Common Stock.

These numbers are based on the actual number of holders registered at such date and does not

include holders whose shares are held in “street name” by brokers and other nominees.

These numbers are based on the actual number of holders registered at such date and

does not include holders whose shares are held in “street name” by brokers and other nominees.

The Company has never paid dividends on its Common

10 unchanged sentences

Plan category

Number of securities to be issued upon

exercise of outstanding options, warrants, and vesting of restricted stock

Weighted-average exercise price of

outstanding options and warrants

Number of securities remaining available

for future issuance under equity compensation plans

Number of securities to be issued upon exercise of outstanding options, warrants, and vesting of restricted stock

Weighted-average exercise price of outstanding options and warrants

Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved by security holders

1 unchanged sentence

The Company’s 2022 Equity Incentive Plan

has 1,461,876 shares of common stock available for issuance.

The 2022 Equity Incentive Plan contains an “evergreen”

provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased

on the first day of each year beginning in 2025 and ending in 2032 equal to the lesser of (a) five percent (5%) of the shares of stock

outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (b) such smaller number of shares

of stock as determined by our board of directors.

Recent Sales of Unregistered Securities

The following is a summary of all securities

that we have sold during the last three years without registration under the Securities Act of 1933, as amended (the “Securities

On September 10, 2021, we closed a private offering.

Our founders purchased 3,000,000 shares of common stock at a price of $0.01 per share for total proceeds of $30,000.

The shares were

issued pursuant to the exemption provided under Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated

Subscriber Name

Riding In Tanks, LLC

On September 14, 2021, we closed a private offering

and sold 4,552,000 shares of common stock at a price of $0.50 per share for total proceeds of $2,276,000, including 52,000 shares of

common stock issued to Jeffrey Thompson for a total of $26,000.

The shares were issued pursuant to the exemption provided under Rule

506(b) of Regulation D of the Securities Act of 1933.

On January 12, 2022, we closed a private offering

and sold 482,500 shares of common stock at a price of $4.00 per share for total proceeds of $1,930,000.

The shares were issued pursuant

to the exemption provided under Rule 506(b) of Regulation D of the Securities Act of 1933.

On July 27, 2022, we closed a private offering

and sold 150,000 shares of common stock at a price of $4.00 per share for total proceeds of $600,000.

The shares were issued pursuant

to the exemption provided under Rule 506(b) of Regulation D of the Securities Act of 1933.

On December 13, 2022, the Company issued 140

Series B preferred shares to three accredited investors in connection with the cancellation of 1,400,000 shares of common stock.

Series B preferred stock is convertible into common stock at a ratio of 10,000 shares of common stock for each share of Series B stock

held, subject to certain limitations.

Series B preferred shares are not entitled to vote on any matters submitted to shareholders of

Shares outstanding at December 31, 2022 totaled 140 which are convertible into 1,400,000 shares of common stock.

These issuances

were exempt from registration under Section3(a)(9) of the Securities Act.

On March 7, 2023, we issued 150,000 shares of

our common stock to the investors in the July 27, 2022 private placement.

The shares were issued at the request of Revere Securities

as partial consideration for its agreement to modify its engagement letter with the Company.

The shares were exempt from registration

under Rule 506(b) under the Securities Act.

On June 1, 2023, the Company issued 50 Series

B preferred shares to an accredited investor in connection with the cancellation of 500,000 shares of common stock.

The Series B preferred

stock is convertible into common stock at a ratio of 10,000 shares of common stock for each share of Series B stock held, subject to

certain limitations.

Series B preferred shares are not entitled to vote on any matters submitted to shareholders of the Company.

shares outstanding at June 5, 2023, totaled 190 which are convertible into 1,900,000 shares of common stock.

The issuance was exempt

from registration under Section3(a)(9) of the Securities Act.

On January 2, 2024, the Company issued 16,086 shares of our common

stock to Brandon Torres Declet as part of severance the Company and Mr.

Declet agreed to pursuant to Mr.

Declet’s Termination Agreement.

The shares were issued pursuant to the exemption provided under Rule 506(b) of Regulation D of the Securities Act of 1933

On January 2, 2024, the Company issued 16,086

shares of our common stock to Brandon Torres Declet as part of severance the Company and Mr.

Declet agreed to pursuant to Mr.

Termination Agreement.

On February 28, 2024,

the Company issued 175,000 shares of our common stock to an accredited investor in connection with a conversion of 35 shares of our Series

B Convertible Preferred Stock.

The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.

On March 12, 2024, the Company issued 175,000

shares of our common stock to an accredited investor in connection with a conversion of 35 shares of our Series B Convertible Preferred

The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.

(the “Plan”) currently has 693,227 shares of Common Stock available for issuance as of the date of this Annual Report on Form

10-K which includes the increase in total authorized shares for the 5% evergreen provision as of January 1, 2025 and the reduction of

total authorized shares related to additional issuances since December 31, 2024.

The Plan contains an “evergreen” provision,

pursuant to which the number of shares of Common Stock reserved for issuance pursuant to awards under such plan shall be increased on

the first day of each year beginning in 2025 and ending in 2032 equal to the lesser of (a) 5% of the shares of stock outstanding (on an

as converted basis) on the last day of the immediately preceding fiscal year and (b) such smaller number of shares of stock as determined

by our Board.

Use of Proceeds

On February 13, 2024, the U.S.

Securities and

Exchange Commission declared effective our registration statement on Form S-1 (File No.

333-270519), as amended, filed in connection

with our IPO.

On February 16, 2024, we closed our IPO in which we sold 1,250,000 shares of our common stock, par value $0.01 per share

(the “Shares”) and up to an additional 187,500 Shares issuable upon the exercise of the underwriter’s over-allotment

option at a public offering price of $4.00 per share, resulting in net proceeds of $3,725,000 after deducting offering costs, underwriting

discounts, and other commissions.

There has been no material change in the planned

use of proceeds from our IPO from that described in the prospectus dated February 16, 2024, filed with the SEC pursuant to Rule 424(b)(1)

On February 13, 2024, the SEC declared effective

our registration statement on Form S-1 (File No.

333-270519), as amended, filed in connection with our IPO.

On February 16, 2024, we closed

our IPO in which we sold 1,250,000 shares of our Common Stock, resulting in net proceeds of $3,849,555 after deducting offering costs,

underwriting discounts, and other commissions.

There was no material change in the planned use

of proceeds from our IPO from that described in the prospectus dated February 16, 2024, filed with the SEC pursuant to Rule 424(b)(1)

under the Securities Act.

5 unchanged sentences

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-K

Item 5. Market for Registrant’s Common Equity