Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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On April 13, 2026, the Company issued 88,214 shares of common stock to Steven Rossi, the Company's Chief Executive Officer, at a deemed price of $0.8502 per share, which was equal to the closing price of the Company's common stock on the Nasdaq Capital Market on April 10, 2026, for an aggregate value of $75,000. The shares were issued in satisfaction of $75,000 of previously accrued and unpaid bonus compensation owed by the Company to Steven Rossi. The issuance was approved by the Company's Board of Directors.
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On June 5, 2026, the Company issued 79,618 shares of common stock to Steven Rossi at a purchase price of $0.6280 per share, which was equal to the closing price of the Company's common stock on the Nasdaq Capital Market on June 5, 2206, for an aggregate value of $50,000. The shares were issued in satisfaction of $50,000 of previoulsy accrued and unpaid bonus compensation owed by the Company to Steven Rossi. The issuance was approved by the Board of Directors
The shares issued in each of the foregoing transactions were issued in reliance upong the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving a public offering. No underwriter or placement agent participated in either transaction, and no underwriting discounts or commissions were paid in connection with either issuance.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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