06/09/2026 | Press release | Distributed by Public on 06/09/2026 15:01
Item 3.02 Unregistered Sales of Equity Securities.
In connection with five separate service agreements that the Company entered into on June 9, 2026, with five independent contractors as described below, the Company will issue an aggregate of 10,670,000 shares of common stock, as follows:
| ● | The Company entered into a service agreement pursuant to which the service provider will provide EU and Mediterranean Production, Logistics, and Operations Expansion consulting services for a one-year term. As compensation, the Company will issue 2,250,000 shares of common stock to that service provider. |
| ● | The Company entered into a service agreement with a service provider pursuant to which the service provider will provide Design, Architecture & Engineering consulting services for a one-year term. As compensation, the Company will issue 2,500,000 shares of common stock to that consultant. |
| ● | The Company entered into a service agreement with a consultant pursuant to which the service provider will provide EU Market Expansion & Strategic Partnerships consulting services for a one-year term. As compensation, the Company will issue 2,000,000 shares of common stock to that service provider. |
| ● | The Company entered into a service agreement with a consultant pursuant to which the service provider will provide Education Sector Marketing & Business Development consulting services for a one-year term. As compensation, the Company will issue 2,000,000 shares of common stock to that service provider. |
| ● | The Company entered into a service agreement with a consultant pursuant to which the service provider will provide Global Payments & Payment Processing Solutions consulting services for a one-year term. As compensation, the Company will issue 1,920,000 shares of common stock to that service provider. |
In addition, the Company will issue additional 700,000 shares of common stock to a third party as part of a settlement agreement between the Company and the third party.
The shares described above were or will be issued as restricted securities in reliance on the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. No general solicitation or advertising was used in connection with any of the foregoing issuances.