Private Placement (Form 8-K)

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

On August 31, 2026, the Registrant issued 4,516,909 restricted shares of its common stock. The shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The offering was not a public offering as defined in Section 4(2) due to the limited number of recipients and the manner of the offering. In addition, the purchasers represented that they had the necessary investment intent as required by Section 4(2) and agreed that shares issued in book form would be noted as restricted, and shares issued by certificate would bear a legend stating that the securities were restricted pursuant to Rule 144 of the Securities Act. The restricted shares were issued in consideration of services valued at $2,484,300 provided to the Company. These shares were sold in a private placement, and the Company paid no commissions or fees in connection with such sales.