Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

On or about August 21, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 1,500,000 shares of its restricted common stock at a purchase price of $0.02 per share, for gross proceeds of $30,000.

On or about August 25, 2025, the Company entered into subscription agreements with accredited investors pursuant to which it issued (i) 500,000 shares of its restricted common stock at a purchase price of $0.02 per share, for gross proceeds of $10,000, (ii) 10,000,000 shares of its restricted common stock at a purchase price of $0.01 per share, for gross proceeds of $100,000, and (iii) 4,000,000 shares of its restricted common stock at a purchase price of $0.01 per share, for gross proceeds of $40,000.

For each of the foregoing transactions, the dates cited above reflect the dates of the subscription agreements and not necessarily the dates when investor funds were received or when the shares were actually issued, which may have varied. In each case, the investors 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 transactions. The Company intends to use the proceeds for general corporate purposes and working capital.

The issuances were 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 offerings and the representations made by the investors regarding their accredited investor status. The offerings did not involve any public offering and were conducted as private transactions.