Private Placement (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

On December 8, 2025, the company issued 2,500,609 shares of its common stock pursuant to exchange agreement to satisfy $6,084,000 of debt with certain lenders. As of December 10, 2025, the Company had 6,217,047 shares of common stock outstanding.

The above issuance was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

The Company also issued 29,943 shares of common stock upon the exercise of 9,981 Series A Warrants and 2,234,247 shares of common shares upon the exercise of 2,234,247 Series B Warrants. The Company received $5.5 million proceeds on the exercises of the Series B Warrants.