Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
a) Sales of Unregistered Securities
On February 1, 2025, the Company
entered into a public relations and branding agreement with a public relations firm (the “PR Firm”), pursuant to which the
Company agreed to issue the PR Firm, as partial compensation for public relations services, 25,000 unregistered shares of common stock
(the “PR Firm Shares”), subject to the approval of the Company’s board of directors (the “Board”). On March
7, 2025, the Company entered into an investor relations agreement with an investor relations firm (the “IR Firm”), pursuant
to which the Company agreed to issue the IR Firm, as partial compensation for investor relations services, 8,500 unregistered shares of
common stock (the “IR Firm Shares”), subject to the Board’s approval.
Following the Board’s
approval of the issuances of the PR Firm Shares and the IR Firm Shares, the Company issued the PR Firm Shares and the IR Firm Shares to
the PR Firm and the IR Firm, respectively, as of September 26, 2025. The PR Firm Shares and the IR Firm Shares were issued pursuant to
an exemption from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act because such issuances
did not involve a public offering, the recipients took the securities for investment and not resale, the Company took appropriate measures
to restrict transfer, and the recipients are sophisticated investors.
c) Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosure
Not applicable.
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