Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

On or about September 10, 2025, the Company entered into a subscription agreement with an accredited investor pursuant to which it issued 750,000 shares of its restricted common stock at a purchase price of $0.02 per share, for gross proceeds of $15,000.

On or about October 3, 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 (the "First Tranche"). The subscription agreement also provides for an optional second tranche of 10,000,000 shares at the same purchase price for additional proceeds of $100,000, which may be funded by the investor on or before October 17, 2025, at the investor's sole discretion. As of the date of this Report, only the First Tranche has been funded and shares issued.

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. 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.