Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

On or about August 19, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which the Company issued 12,500,000 shares of its restricted common stock at a purchase price of $0.02 per share, for gross proceeds of $250,000. The investor represented that the securities were being acquired for investment purposes and not with a view to distribution. The shares are subject to transfer restrictions and bear a restrictive legend. No underwriting discounts, commissions, or placement agent fees were paid in connection with the transaction. The Company intends to use the proceeds for general corporate purposes and working capital.

The issuance of the above securities was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder, based on the nature of the offering and representations made by the investor regarding their status as an accredited investor. The offering did not involve any public offering and was conducted as a private transaction.