Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

On April 15, 2026, the Company authorized the issuance of 8,756,150 shares of its Common Stock to Lillian Flores.

The shares were issued in consideration for partial conversion of $2,456,991 of outstanding debt.

The issuance was made in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), including but not limited to Section 4(a)(2) and/or Rule 506 of Regulation D, as applicable. The recipient is an accredited investor (if applicable), and the transaction did not involve any public solicitation.

The shares issued are restricted securities / free trading pursuant to Rule 144 , if applicable].