Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

On or about August 18, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 3,333,333 shares of its restricted common stock at a purchase price of $0.03 per share, for gross proceeds of $100,000.

On or about August 25, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 10,000,000 shares of its restricted common stock at a purchase price of $0.01 per share, for gross proceeds of $100,000.

On or about August 27, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 3,000,000 shares of its restricted common stock at a purchase price of $0.025 per share, for gross proceeds of $75,000.

On or about September 5, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 10,000,000 shares of its restricted common stock at a purchase price of $0.01 per share, for gross proceeds of $100,000.

For each of the foregoing transactions, the dates cited above reflect the dates of the subscription agreements and not necessarily the dates on which investor funds were received or the shares were actually issued. In all cases, the shares were issued subsequent to the dates of the subscription agreements, in September 2025. Each investor 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 or finder's 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 or general solicitation and were conducted as private transactions.