Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

On February 17, 2026 and February 25, 2026, the Company entered into subscription agreements with accredited investors for the purchase of an aggregate of 1,666,600 shares of the Company's common stock, $0.001 par value per share, at a purchase price of $0.03 per share for aggregate gross proceeds of $49,997.99. The Company received the proceeds and issued the shares in book-entry form on or about the same respective dates.

The Company intends to use the proceeds from the foregoing issuances for general working capital and other general corporate purposes.

The foregoing securities were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. No general solicitation or advertising was used in connection with the offering.

The dates referenced above reflect the execution dates of the applicable instruments. The receipt of funds and the issuance and book-entry recording of the securities may have occurred on different dates due to administrative processing and closing mechanics.