Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 is incorporated herein by reference.
On October 22, 2026, after satisfaction of the applicable conditions, the Company issued 200,000 Exchange Shares to the Warrant Holders solely in exchange for the Warrants, without cash or other consideration to the Company. The Company relied on the exemption from registration under Section 3(a)(9) of the Securities Act. No broker, dealer or other person solicited the exchange for a commission or other remuneration.