Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. On June 22, 2026, the Company issued 12,400,000 shares of its common stock to AnorTech pursuant to the Agreement. The shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The shares were issued without general solicitation or advertising.