Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On October 30, 2026, the Company issued Horberg Enterprises LP 1,508,876 shares of common stock, valued at $0.0338 per share, pursuant to a preferred stock exchange agreement set forth in Item 1.01 above.

On November 4, 2026, at the request of Silverback Capital Corporation ("SCC"), the Company issued 500,000 shares of common stock to SCC, representing a payment of approximately $13,575.

On November 5, 2026, the Company issued Streeterville 1,377,777 shares of common stock pursuant to the Note Exchange agreement described in Item 1.01 above at a per share exchange price of $0.045.

On November 9, 2026, at the request of SCC, the Company issued 1,000,000 shares of common stock to SCC, representing a payment of approximately $23,500.

All of the above-described issuances were exempt from registration pursuant to Section 4(a)(2), and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.