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Item 2. Unregistered Sales of Equity Securities

2025-08-19 compared with 2025-05-20 · 26 added, 13 removed, 4 unchanged (91% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act during the three months ended March 31, 2025.

Except where noted, all of the securities discussed in this Item 2 were all issued in reliance on the exemption under Section 4(a)(2) of the Securities Act.

On February 26, 2025, we issued Tysadco Partners, LLC 139,535 restricted shares for payment of $180,000 in outstanding invoices.

On February 11, 2025, we issued 15,982 restricted

shares related to the issuance of a 2024 convertible note to a non-affiliated individual lender.

On February 11, 2025, we issued 21,552 restricted

shares related to the issuance of a 2024 convertible note to Ballengee Holdings, LLC, an entity controlled by James Ballengee, the Company’s

Chairman, President, and Chief Executive Officer.

On February 11, 2025, we issued 50,000 restricted shares for a reduction

in liabilities related to our consulting agreement with 395 Group, LLC.

issued the Sellers in the acquisition of the Endeavor Entities transaction an additional 24,291 shares of our common stock on February 26,

2025, and 107,789 shares of our Series A Preferred Stock on April 11, 2025 as part of the consideration for the transaction, all

of which are considered to have been issued as of December 31, 2024 for accounting purposes.

Except where noted, all of the securities discussed in this Item 2 were all issued in reliance on the exemption under Section 4(a)(2) of the Securities Act as the investors were sophisticated or accredited investors and familiar with our operations.

On April 11, 2025, we issued 300,000 shares of our restricted common stock to Cedarview Capital Management, LLC pursuant to a Side Letter, which securities contain a standard Rule 144 restrictive legend.

On April 11, 2025, we issued 350,000 shares of our restricted common stock to Justin Ellis pursuant to a conversion notice we received from Mr.

Ellis notifying us of his desire to convert $350,000 owed to him under that certain Convertible Promissory Note dated July 7, 2024.

On April 11, 2025, we issued 107,789 shares

of our Series A Preferred Stock to the sellers, or their assignees, in the Endeavor Entities transaction which had been accrued for at

December 31, 2024.

These shares represented the preferred stock portion of the purchase price for the transaction, including any post-closing

Of these shares, 84,931 shares went to Jorgan Development, LLC and 858 shares went to JBAH Holdings, LLC, both of which are

controlled by James Ballengee, our Chief Executive Officer.

The shares do have a 6% annual dividend, based on the $1,000 stated per share

value of the Series A Preferred Stock, payable in shares of our common stock.

On April 11, 2025, we issued an aggregate of 1,298,453 shares of our restricted common stock for four months of dividends to the holders of our Series A Preferred Stock.

Of those shares, 884,037 were issued to Jorgan Development, LLC and 8,933 were issued to JBAH Holdings, LLC, both of which are controlled by James Ballengee, our Chief Executive Officer.

Between May 14, 2025 and May 19, 2025, we issued convertible promissory notes (the “Notes”), to several accredited investors (the “Holders”), in the aggregate principal amount of $575,000 in connection with a Securities Purchase Agreement entered into by and between the Company and the Holders (the “SPA”).

Under the terms of the SPA and the Notes, we received $500,000, the Notes mature twelve months from the date of issuance, have a 15% original issuance discount, have a one-time ten percent (10%) interest charge applied at the issuance date, and are convertible at eighty percent (80%) of the lower of (a) the closing price of the Company’s common stock as traded on either the Nasdaq or the New York Stock Exchange or the NYSE Amex Exchange (as applicable) on the trading day immediately prior to the date a notice of conversion is submitted in writing to the Company under the Note (each a “Notice Date”), or (b) the average of the four lowest VWAPS over the twenty (20) trading days prior to the applicable Notice Date.

In connection with the issuances of the Notes, we will issue the Holders 75,000 shares of our common stock as additional incentive to enter into the SPA and the Notes.

The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holders are accredited investors and familiar with our operations.

On May 28, 2025, we issued a convertible promissory note (the “Note”), to a non-affiliated accredited investor (the “Holder”), in the aggregate principal amount of $172,500 in connection with a Securities Purchase Agreement entered into by and between the Company and certain Holders (the “SPA”).

Under the terms of the SPA and the Note, we received $150,000, the Note matures twelve months from the date of issuance, has a 15% original issuance discount, has a one-time ten percent (10%) interest charge applied at the issuance date, and is convertible at eighty percent (80%) of the lower of (a) the closing price of the Company’s common stock as traded on either the Nasdaq or the New York Stock Exchange or the NYSE Amex Exchange (as applicable) on the trading day immediately prior to the date a notice of conversion is submitted in writing to the Company under the Note (each a “Notice Date”), or (b) the average of the four lowest VWAPS over the twenty (20) trading days prior to the applicable Notice Date.

In connection with the issuance of the Note, we will issue the Holder 12,500 shares of our common stock as additional incentive to enter into the SPA and the Note.

Between June 6, 2025 and June 9, 2025, we issued convertible promissory notes (the “Notes”), to seven non-affiliated accredited investors (the “Holders”), in the aggregate principal amount of $5,117,647.06 in connection with a Securities Purchase Agreement entered into by and between the Company and the Holders (the “SPA”).

Under the terms of the SPA and the Notes, we received $4,350,000 prior to deducting placement agent fees of $391,500, Holders attorney’s fees of $20,000 and escrow fees of $5,000.

The Notes matures twelve months from the date of issuance, have a 15% original issuance discount, have a one-time ten percent (10%) interest charge applied at the issuance date, and is convertible at eighty percent (80%) of the lower of (a) the closing price of the Company’s common stock as traded on either the Nasdaq or the New York Stock Exchange or the NYSE Amex Exchange (as applicable) on the trading day immediately prior to the date a notice of conversion is submitted in writing to the Company under the Note (each a “Notice Date”), or (b) the average of the four lowest VWAPS over the twenty (20) trading days prior to the applicable Notice Date.

In connection with the issuance of the Notes, we will issue the Holders 652,500 shares of our common stock as additional incentive to enter into the SPA and the Notes.

DEFAULTS UPON SENIOR SECURITIES

2 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-Q

Item 2. Unregistered Sales of Equity Securities