Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

On July 14, 2026, the Company entered into a Subscription Agreement with an accredited investor for the purchase of 3,000,000 shares of the Company's common stock, $0.001 par value per share, at a purchase price of $0.01 per share, for aggregate gross proceeds of $30,000. The Company has since received the subscription proceeds via wire transfer and has issued the shares in book-entry form.

The Company intends to use the proceeds from the foregoing issuance 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 purchaser represented that it was an accredited investor and was acquiring the securities for investment and not with a view toward distribution. 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.