Private Placement (Form 8-K)

Item 3.02 - Unregistered Sales of Equity Securities.

On September 30, 2026, in consideration of consulting services provided in relation to the Company's the aforementioned transaction contemplated by the Exchange Agreement, the Company issued a Warrant to a Hawkeye Digital, Inc., to purchase 16,666,667 shares of the Company's common stock. The Warrant is exercisable for a period of five (5) years, and has an exercise price of $0.004 per share, with a cashless exercise feature, and has customary provisions for adjustment to the exercise price and number of shares issuable upon exercise of the Warrant in the event of stock dividends and splits. The number of shares of common stock that may be acquired upon any exercise of the Warrant is limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of common stock then beneficially owned by such holder and its affiliates and any other persons whose beneficial ownership of Common Stock does not exceed 4.99% of the total number of issued and outstanding shares of common stock. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

The foregoing description of the Warrant is qualified in its entirety by reference to the Warrant filed as Exhibits 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.