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Item 2. Unregistered Sales of Equity Securities

2026-05-20 compared with 2025-11-19 · 52 added, 21 removed, 5 unchanged (94% 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 nine months ended September 30, 2025.

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, 2026, and subsequent thereto.

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.

As previously reported, on March 17, 2025, we issued a junior secured convertible promissory note (the “Initial Note”) to J.J.

(the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”), under which the Company received $5,000,000, before fees;

and on July 9, 2025, the Company entered into a Forbearance and Amendment to Loan Agreement and Note and an Additional Junior Secured Convertible Note, all of which amended the terms of the Loan Agreement and the Initial Note.

On July 9, 2025, we entered into a Second Amendment to Loan Agreement and Registration Rights Agreement (the “Amendment”), and an Additional Junior Secured Convertible Note (the “Additional Note”, together with the Amendment, the “New Loan Documents”), under which we agreed to issue the Lender the Additional Note in the principal amount of $5,940,000.

Under the New Loan Documents, we received net proceeds of $971,025.65, with the remainder of the principal amount going to (a) a $176,000 origination fee, (b) an aggregate of $3,232,974.35 (the “Holdback Amounts”) representing (i) a $891,000 holdback amount to be applied to pay the first six Weekly Installment Payments when due under the Additional Note (hereinafter defined), (ii) $1,395,540.35 to be applied to pay the seven past due Weekly Installment Payments under the Initial Note, plus accrued interest thereon, and (iii) $946,434 to secure and cover the payment of the next six Weekly Installment Payments due under the Initial Note, (c) $20,000 to pay Lender’s legal fees, and (d) and original issuance discount of $1,540,000.

The Additional Note is payable over forty equal weekly installments of $148,500, which may be paid in cash or, at the option of the Company once an applicable registration statement is effective, in free trading shares of its common stock issued at a twenty percent (20%) discount to the lower of either the previous day’s closing price or the average of the four lowest volume-weighted average prices during the prior twenty (20) trading days.

The Additional Note does not bear interest unless in default and is subject to mandatory prepayment upon the receipt of proceeds from identified sales of equity interests in the Company and/or the receipt of certain extraordinary cash payments.

In the event we default on the terms of the Initial Note or the Additional Note, the conversion price under the notes is a 50% discount to discount to the lower of either the previous day’s closing price or the average of the four lowest volume-weighted average prices during the prior twenty (20) trading days.

The lender is secured by a junior lien in all assets of the Company, subject to exceptions for existing debt covenants of the Company.

The Company reserved 15,000,000 shares of its common stock for issuance in connection with a conversion under the Additional Note and the Company agreed to issue the Lender 150,000 shares of its common stock as additional consideration for the loan.

We received the funds under the New Loan Documents on July 15, 2025.

On September 17, 2025, the Lender also submitted a Notice of Conversion electing to convert $200,000 due under the Initial Note in exchange for 720,072 shares of our common stock and we issued the 720,072 shares of our common stock to the Lender, which securities were issued without a restrictive legend pursuant to a Rule 144 legal opinion submitted with the Notice of Conversion.

On September 26, 2025, the Company received a Notice of Conversion to convert $200,000 of the Principal Amount into 1,084,011 shares of the Company’s common stock.

Pursuant to the terms of the Initial Note and the Notice of Conversions, the Company issued the Shares.

The Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent

On September 29, 2025, we received another Notice of Conversion from the Lender converting $700,000 of the Principal Amount of the Initial Note into 5,235,602 shares of the Company’s common stock.

Pursuant to the terms of the Initial Note and the Notice of Conversions, the Company issued the Shares.

The Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent.

On October 2, 2025, we issued the Lender the 250,000 shares due as Commitment Shares under the Initial Note.

These shares were issued as restricted stock with a standard Rule 144 restrictive legend.

On May 19, 2026, the Company issued 48,888 shares

of its common stock to certain holders of its Series A Preferred Stock for the dividends owed to them for the period from March 31, 2026

to April 30, 2026, in accordance with the terms of the Series A Preferred Stock Certificate of Designation.

On May 12, 2026, the Company issued 393,547 shares of its common stock to James Ballengee, the Company’s Chief Executive Officer and a member of the Board of Directors, for dividends owed to him as dividends on the Company’s Series A Preferred Stock for the periods ended January 31, 2026 and April 30, 2026, in accordance with the terms of the Series A Preferred Stock Certificate of Designation.

On May 11, 2026, the Company issued 693,492 shares of its common stock to certain holders of its Series A Preferred Stock for the dividends owed to them for the periods ended January 31, 2026 and March 31, 2026, in accordance with the terms of the Series A Preferred Stock Certificate of Designation.

On May 11, 2026, the Company issued 250,000 shares of its common stock to Kimberly Hawley, the Company’s Chief Financial Officer and Secretary as a discretionary bonus for services performed for the Company under the terms of her Employment Agreement.

The shares were issued with a standard Rule 144 restrictive legend.

On May 7, 2026, the Company issued 142,716 shares of common stock to ClearThink Capital Partners under the terms of a Consulting Agreement.

The shares were issued with a standard Rule 144 restrictive legend.

As previously disclosed, between June 6, 2025 and June 9, 2025, the Company issued convertible promissory notes (the “Lender Notes”), to seven non-affiliated accredited investors (the “Lenders”), 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 Lenders (the “Lender SPA”).

Under the terms of the Lender SPA and the Lender Notes, the Company received $4,350,000 prior to deducting customary fees.

On January 30, 2026, the Company entered into Forbearance and Note Amendment Agreements (the “Agreements”) with the each of the seven investors.

As of the date the Agreements were entered into the Company owes approximately $2,242,793 under the Lender Notes, having satisfied approximately $2,874,854 of the aggregate principal amount since the Lender Notes were issued.

Under the terms of the Agreements, (i) the parties agreed to extend the maturity date of the Lender Notes until January 31, 2027;

(ii) the Company agreed to issue an aggregate of 280,839 shares of its restricted common stock (the “Agreement Shares”);

(iii) the Company agreed to pay the following aggregate amounts to payoff the Lender Notes:

$378,433.25 on or before March 1, 2026, $396,414.53 on or before April 30, 2026, $258,903.84 on or before June 30, 2026, $454,796.89 on or before July 31, 2026, $17,433.25 on or before September 30, 2026, $356,193.98 on or before October 31, 2026, $372,627.23 on or before January 31, 2027;

and (iv) no conversions will be permitted under the Lender Notes unless the Company either fails to pay the Lender Notes in accordance with the above payment terms.

The Company issued the Agreement Shares on May 7, 2026.

On April 30, 2026, the Company received a Notice of Conversion from one of the investors and issued 76,431 shares of common stock to the investor in exchange for the conversion of $73,183.25 owed to that investor under the Lender Notes.

On March 17, 2025, Company issued a junior secured convertible promissory note (the “Initial Note”) to J.J.

The Company received $5,000,000, before fees.

The Company received the funds on March 18, 2025.

In relation to the Loan Agreement, the Company also entered into a Registration Rights Agreement with the Lender (the “RRA”), under which the Company was obligated to file a resale registration statement with the SEC registering any shares of its common stock issuable under the Note no later than sixty (60) days after closing.

The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on March 21, 2025.

As previously reported, on July 9, 2025, the Company entered into a Forbearance and Amendment to Loan Agreement and Note, which amended the terms of the Loan Agreement, Initial Note and RRA (the “First Forbearance Agreement”).

Under the terms of the First Forbearance Agreement, the Lender agreed to loan us additional funds under a Second Junior Secured Promissory Note (the “Second Note”) and agreed to forbear any default under the Initial Note in exchange for certain consideration.

The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on July 21, 2025.

On October 8, 2025, the Company entered into a Second Forbearance and Amendment to Loan Agreement and Notes, which amended the terms of the Loan Agreement, Initial Note, the RRA, the Second Note and the First Forbearance Agreement (the “Second Forbearance Agreement”).

Under the terms of the Second Forbearance Agreement:

(i) the Lender agreed to loan us an additional amount up to $2,450,000, (ii) the Outstanding Principal Amount of the Initial Note was $2,259,319.89 and the Outstanding Principal Balance on the Second Note was $5,685,805.13 on the Forbearance Agreement Effective Date, (iii) the Lender provided notice of default to the under the Second Note, thereby accelerating all amounts due thereunder, (iv) the Lender agreed the Company was not in default of the Initial Note, Second Note or other Transaction Documents effective September 30, 2025 and to forbear declaring an Event of Default going forward and accelerating all amounts due under the Initial Note and the Second Note, subject to the Company complying with the terms of the Second Forbearance Agreement, (v) all amounts due under the Initial Note and the Second Note, with any accrued interest, will be due on or before November 30, 2025, (vi) interest under the Initial Note and Second Note will continue at the default interest rate of 19%, (vii) the conversion terms under the Initial Note and Second Note will remain on the Default Conversion Price under those instruments, and (viii) the Lender agreed to a standstill period until November 30, 2025, during which time the Lender will not declare an event of default or accelerate any payment obligations under the Initial Note or the Second Note, so long at the Company (a) pays interest at the Default Interest Rate on the Initial Note and the Second Note, (b) issues the Third Note to the Lender, and (c) pays in full all past due payments on the Initial Note and the Second Note on or before November 30, 2025.

In connection with the Second Forbearance Agreement the Lender agreed to loan the Company up to an additional $2,450,000.

On October 9, 2025, the Company entered and Lender into an Additional Junior Secured Convertible Note (the “Third Note”), under which the Company agreed to issue the Lender the Third Note in the principal amount of $1,620,000, with the Company receiving proceeds of $1,152,000 before subtracting $53,000 for legal fees and origination fees.

The Company received the first funds from the Third Note on October 9, 2025 with the remainder received on October 10, 2025.

As additional consideration for the Second Forbearance Agreement and the Third Note, the Company agreed to issue the Lender 286,000 shares of its common stock for $286 (the “Commitment Shares”).

The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on October 14, 2025.

The Initial Note was satisfied in full on November 20, 2025 and the Third Note was satisfied in full on or about October 27, 2025, which left only the Second Note outstanding.

As previously reported, on February 5, 2026, the Company and the Lender entered into a fourth Forbearance, Note Payment and Registration Rights Amendment Agreement (the “Fourth Forbearance Agreement”), pursuant to which (a) the parties agreed that $5,995,722.21 was then outstanding, due and payable under the Second Note and (b) the Maturity Date of the Second Note was extended to as late as January 1, 2027, and (c) the Company agreed to pay the outstanding balance of the Second Note in the following installments, with payments, payable, at the option of the Company, either in cash or under certain conditions in Conversion Shares issued at the Default Conversion Price that are immediately salable by the Lender under Rule 144, as follows:

(i) $50,000 per week commencing Monday, April 6, 2026, (ii) $100,000 per week commencing Monday, July 6, 2026, (iii) $150,000 per week commencing Monday, October 5, 2026, and (iv) $250,000 per week commencing Monday, December 7, 2026, with the outstanding balance to be paid in full by January 1, 2027 (the “Amended Repayment Terms”).

The information regarding this transaction was filed in a Current Report on Form filed with the Commission on February 5, 2026.

On February 27, 2026, the Company and the Lender entered into a Third Amendment to Loan Agreement Fourth Forbearance Agreement and Registration Rights Agreement (the “Loan Agreement Amendment No.

3”) and $993,750 Original Principal Amount Junior Secured Promissory Note (the “Fourth Note”).

Under the terms of the Fourth Note the Lender agreed to loan us an additional $750,000, which matures on April 6, 2026.

In the event we default on the Fourth Note, the note begins accruing interest at 19% per annum, the principal amount due under the note is increased to 110% of the principal amount owed at the time of default, and the amounts due under the note become convertible with the Lender allowed to convert 200% of the amount due under the note at a conversion price equal to an 80% discount to the lesser of (a) the closing price of the Company’s common stock on (x) the Funding Date of the Initial Note and (y) the Funding Date of the Second Note (whichever closing price is lower), or (b) 20% of the closing price of the Company Common Stock on such applicable Funding Date.

Under the terms of the Loan Agreement Amendment No.

3, the Lender and Company agreed the date by which the Company has to relist on Nasdaq under the Fourth Forbearance Agreement was extended to April 6, 2026, and the Second Note default terms were amended in certain respects to the default terms in the Fourth Note.

The Company received the funds from the Fourth Note on February 27, 2026, minus $40,000 for legal and transaction fees.

The Company and the Lender also entered into a Subsidiary Guarantee, under which the Company’s subsidiaries are guaranteeing the amounts due under the Fourth Note (the “Subsidiary Guarantee”) and a Pledge and Security Agreement, under which the Company and its subsidiaries secured the repayment of the amounts due under the Second Note and the Fourth Note with their assets as collateral (the “Pledge and Security Agreement”).

Additionally, the Company conveyed certain real property and improvements it owns in Blaine County, Oklahoma to the Lender to secure the repayment of the Fourth Note.

In the event the Fourth Note is paid in full by the maturity date, the Oklahoma property will be reconveyed to the Company.

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