Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
On July 19, 2022, the Company granted 16,667 shares of our common stock
for a stock award, which successfully cliff vested in May 2022.
On August 1 2022, we consummated the transactions under the MIPA, as
disclosed herein, including the issuance of the 3,009,552 shares of our common stock, comprising the Purchaser Stock Consideration, to
Jorgan and JBAH, entities controlled by Mr. James Ballengee, who is now our Chief Executive Officer. This issuances were made in reliance
on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchasers
contained in the MIPA signed by the purchasers, which indicated the purchasers were knowledgeable about our management and our operations,
were sophisticated investors, and understood the purchase was part of a private placement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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