secwatch / observer

Equity Issuances

Unregistered sales and modifications of equity under 8-K Items 3.02/3.03.

8-K items 3.02, 3.03 JSON
Phillip Street BDC LLC

Phillip Street BDC LLC issued 1,860,119.048 common units of unit to accredited investors or non-U.S. persons in accordance with Regulation S for $37.5 million aggregate.

“On December 8, 2025, Phillip Street Middle Market Lending Fund LLC (the “Company”) delivered a capital drawdown notice to investors relating to the sale of 1,860,119.048 common units of the Company’s limited liability company interests (the “Common Units”) for an aggregate offering price of $37.5 million. The sale closed on December 22, 2025.”
KIDZ Classover Holdings, Inc.

Classover Holdings, Inc. issued 2,000 shares of Series C Convertible Preferred Stock of preferred stock to Institutional investor holding Senior Secured Convertible Notes for Exchange of $2,000,000 of Notes (including principal and interest).

“On December 29, 2025, Classover Holdings Inc., a Nevada corporation (the “ Company ”), entered into an Exchange Agreement (the “ Exchange Agreement ”) with an institutional investor who is the holder of its Senior Secured Convertible Notes issued on June 6, 2025 (the “ Notes ”) pursuant to a Securities Purchase Agreement, dated as of May 30, 2025, between the Company and the Holder (the “ SPA ”). The Exchange Agreement provides, among other things, for the Holder to initially exchange (the “ Initial Exchange ”) $2,000,000 of the Notes (including principal and interest) for 2,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “ Series C Preferred Stock ”), and, upon the mutual written agreement of the Company and the Holder, for the Holder to subsequently exchange additional amounts of the Notes (including principal, interest and other amounts outstanding with respect thereto) for additional shares of Series C Preferred Stock (the “ Additi”
PMI Picard Medical, Inc.

Picard Medical, Inc. issued 7,009,346 shares of common stock of warrant to institutional investor.

“the Company also issued the Initial Warrants to purchase up to 7,009,346 shares of Common Stock”
LEE LEE ENTERPRISES, Inc

LEE ENTERPRISES, Inc issued 15,384,615 shares of common stock to David Hoffmann and certain additional investors for $3.25 per share.

“the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) an aggregate of 15,384,615 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a purchase price of $3.25 per share.”
GBCS SELECTIS HEALTH, INC.

SELECTIS HEALTH, INC. issued convertible note.

“Effective December 31, 2025, the Company entered into a Third Amended and Restated Allonge and Modification Agreement (the “Third Allonge”) with the holders of more than a majority in interest in the Company’s 2018 11% Senior Secured Promissory Notes (the “Notes”).”
POSC POSITRON CORP

POSITRON CORP issued 1,333,333 shares of common stock to a single investor for $2,000,000 aggregate purchase price.

“On December 23, 2025, Positron Corporation (the “Company”) entered into a Subscription Agreement with a single investor to purchase 1,333,333 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for an aggregate purchase price of Two Million Dollars ($2,000,000).”
OTLC Oncotelic Therapeutics, Inc.

Oncotelic Therapeutics, Inc. issued each Note convertible into up to 250,000 shares of Oncotelic's Common Stock of convertible note to 21 accredited investors for conversion price $0.10 per share.

“Each Note will be convertible into up to 250,000 shares of Oncotelic's Common Stock (conversion price $0.10 per share)”
OTLC Oncotelic Therapeutics, Inc.

Oncotelic Therapeutics, Inc. issued 250,000 Warrants per Unit of warrant to 21 accredited investors.

“Each Unit will also consist of 250,000 (the "Warrants") each to purchase one share of Oncotelic's Common Stock at $0.12 per share”
OTLC Oncotelic Therapeutics, Inc.

Oncotelic Therapeutics, Inc. issued 32 units of unit to 21 accredited investors for $25,000.00 per Unit.

“) unit s (th e “Units” ) bein g conducte d b y Maker . Each Unit consists of one note issued by the Company (a “Note” and collectively, the “Notes”), in the principal amount of $25,000.00, bearing annual interest at the rate of 12% and due and payable on the 2-year anniversary of the final closing of the Offering. Each Note will be convertible into up to 250,000”
ModivCare Inc

ModivCare Inc issued common stock for for no consideration.

“On the Effective Date, all existing equity interests of ModivCare issued and outstanding immediately prior to the Effective Date were canceled, released and extinguished for no consideration.”
Silver Point Specialty Lending Fund

Silver Point Specialty Lending Fund issued 849,858 of common stock for $14.12 per Share.

“As of December 1, 2025, the Fund issued and sold 849,858 of its unregistered common shares of beneficial interest, par value $0.001 per share (the “Shares”), for an aggregate offering price of $12,000,000, reflecting a purchase price of $14.12 per Share”
PHGE BiomX Inc.

BiomX Inc. issued warrants to purchase up to an aggregate number of shares of Common Stock equal to 200% of the number of shares of Common Stock issuable upon conversion of the S of warrant to the Investor for issued in connection with the private placement of Series Y Preferred Stock.

“Pursuant to the Securities Purchase Agreement, the Company also agreed to issue to the Investor warrants to purchase up to an aggregate number of shares of Common Stock equal to 200% of the number of shares of Common Stock issuable upon conversion of the Series Y Preferred Stock (the “Warrants”), i.e., 3,300,000 shares of Common Stock.”
PHGE BiomX Inc.

BiomX Inc. issued 3,300 shares of Series Y Convertible Preferred Stock of preferred stock to an investor for expected aggregate gross proceeds of $3.0 million.

“On December 26, 2025, BiomX Inc., Inc., a Delaware corporation (the “Company” or “BiomX”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a private placement transaction, an aggregate of 3,300 shares of the Company’s newly created Series Y Convertible Preferred Stock, par value $0.0001 per share (the “Series Y Preferred Stock”), with an aggregate stated value of $3.3 million, and warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for expected aggregate gross proceeds to the Company of $3.0 million, before deducting placement agent fees and other offering expenses.”
SHPH Shuttle Pharmaceuticals Holdings, Inc.

Shuttle Pharmaceuticals Holdings, Inc. issued 320,496 shares of common stock to 1563868 B.C. Ltd. for $1.76 per share.

“The aggregate number of shares of Company Common Stock issued to Seller on the effective date was 320,496 shares, representing 19.99% of the issued and outstanding shares of Company Common Stock as of the closing date of the Agreement, at a value of $1.76 per share (which value was calculated in accordance with the terms of the Agreement).”
VREOF Vireo Growth Inc.

Vireo Growth Inc. issued common stock to third-party noteholders for approximately $1.6 million payable in subordinate voting shares at $0.54 per share.

“Total outstanding principal plus accrued interest of the acquired Notes is approximately $2.6 million, but the Notes will be acquired at a substantial discount to par value for total consideration of approximately $1.6 million payable in subordinate voting shares of the Company at closing at a price per share of $0.54.”
MNTS Momentus Inc.

Momentus Inc. issued common stock to Yield Point NY LLC for changes the purchase price of the Company’s Class A common stock... from a fixed price of $1.24 per share to a variable price equal to 94% of the lowest trading.

“the purchase price of the Company’s Class A common stock, par value $0.00001 per share (“Common Stock”), issuable upon the delivery of a put notice from a fixed price of $1.24 per share to a variable price equal to 94% of the lowest trading price of the Common Stock reported during the three consecutive trading days commencing on the date the applicable”
North Haven Private Income Fund LLC

North Haven Private Income Fund LLC issued approximately 572,406 of unit to accredited investors for aggregate offering price of approximately $10.66 million, reflecting a purchase price of $18.63 per unit.

“As of December 1, 2025, North Haven Private Income Fund LLC ("we", the "Company" or the "Fund"), sold approximately 572,406 of the Company’s Class S units (the “Units”) for an aggregate offering price of approximately $10.66 million, reflecting a purchase price of $18.63 per unit”
DRMA Dermata Therapeutics, Inc.

Dermata Therapeutics, Inc. issued Warrants to purchase up to an aggregate of 1,470,588 shares of Common Stock of warrant to company insiders (CEO and CFO) for included in the aggregate purchase price of approximately $1.5 million.

“These company insiders purchased an aggregate of 735,294 Shares and Warrants to purchase up to an aggregate of 1,470,588 shares of Common Stock, for an aggregate purchase price of approximately $1.5 million.”
DRMA Dermata Therapeutics, Inc.

Dermata Therapeutics, Inc. issued 735,294 Shares of common stock to company insiders (CEO and CFO) for aggregate purchase price of approximately $1.5 million.

“Company insiders, including the Company's Chief Executive Officer and Chief Financial Officer, participated in the Private Placement. These company insiders purchased an aggregate of 735,294 Shares and Warrants to purchase up to an aggregate of 1,470,588 shares of Common Stock, for an aggregate purchase price of approximately $1.5 million.”
DRMA Dermata Therapeutics, Inc.

Dermata Therapeutics, Inc. issued Series C Warrants to purchase up to 2,022,062 shares of Common Stock and Series D Warrants to purchase up to 2,022,062 shares of Common Stock of warrant to institutional and accredited investors for issued as part of units with Shares or Pre-Funded Warrants at purchase price of $2.04 or $2.039 per unit.

“Warrants ” together with the Series C Warrants, the “ Warrants ”) to purchase up to 2,022,062 shares of Common Stock. The purchase price per Share and accompanying Warrants was $2.04 and the purchase price per Pre-Funded Warrant and accompanying Warrant was $2.039. The Warrants have an exercise price of $2.04 per share. The Pre-Funded Warrants are exercisable”
DRMA Dermata Therapeutics, Inc.

Dermata Therapeutics, Inc. issued Pre-Funded Warrants to purchase up to 537,750 shares of Common Stock of warrant to institutional and accredited investors for $2.039 per Pre-Funded Warrant and accompanying warrant.

“Warrants ” together with the Series C Warrants, the “ Warrants ”) to purchase up to 2,022,062 shares of Common Stock. The purchase price per Share and accompanying Warrants was $2.04 and the purchase price per Pre-Funded Warrant and accompanying Warrant was $2.039. The Warrants have an exercise price of $2.04 per share. The Pre-Funded Warrants are exercisable”
DRMA Dermata Therapeutics, Inc.

Dermata Therapeutics, Inc. issued 1,484,312 shares of common stock to institutional and accredited investors for $2.04 per share and accompanying warrants.

“Warrants ” together with the Series C Warrants, the “ Warrants ”) to purchase up to 2,022,062 shares of Common Stock. The purchase price per Share and accompanying Warrants was $2.04 and the purchase price per Pre-Funded Warrant and accompanying Warrant was $2.039. The Warrants have an exercise price of $2.04 per share. The Pre-Funded Warrants are exercisable”
VRSSF Verses AI Inc.

Verses AI Inc. issued 434,600 Warrants of warrant to accredited investor.

“the Company issued Debentures with an aggregate principal amount of CAD$2,650,000 and 434,600 Warrants in exchange for CAD$2,400,000 cash after fees”
VRSSF Verses AI Inc.

Verses AI Inc. issued convertible note to accredited investor for CAD$2,650,000 aggregate.

“On December 18, 2025, Verses AI Inc. (the "Company") issued an aggregate of 2,650 secured convertible debenture units (the "Units") to an accredited investor in a private placement offering (the "Offering") for an aggregate value of CAD$2,650,000”
TPET Trio Petroleum Corp

Trio Petroleum Corp issued 50,000 shares of the Company’s common stock of common stock to Redwood Empire Financial Communications LLC.

“In consideration for Consultant’s agreement to provide the services set forth in the IR Agreement, the Company has agreed to issue to the Consultant 50,000 shares of the Company’s common stock, $0.0001 per share (the “Common Stock”), which shares of Common Stock will be issued on or before January 1, 2026 and will be restricted shares of Common Stock with applicable legends restricting trading thereof.”
BlackRock Private Credit Fund

BlackRock Private Credit Fund issued 3,546,103.304 of common stock to feeder vehicles for $85,044,422.50.

“The following table details the shares sold in the Private Offering. The Fund also issues shares to feeder vehicles pursuant to the distribution reinvestment plan of the Fund. Date of Unregistered Sale Amount of Institutional Class Shares Sold Consideration December 1, 2025 (number of shares finalized on December 22, 2025) 3,546,103.304 $ 85,044,422.50”
Blackstone Private Equity Strategies Fund L.P.

Blackstone Private Equity Strategies Fund L.P. issued common stock to accredited investors and qualified purchasers for aggregate consideration of approximately $140.0 million.

“On December 1, 2025, Blackstone Private Equity Strategies Fund L.P. (the “BXPE U.S.”) and Blackstone Private Equity Strategies Fund (TE) L.P. (the “Feeder” and collectively with BXPE U.S., the “Funds,”) each sold unregistered limited partnership units (the “ Units ”) for aggregate consideration of approximately $353.7 million (1) and $140.0 million (2) , respectively.”
KKR Infrastructure Conglomerate LLC

KKR Infrastructure Conglomerate LLC issued Class I Shares 4,144,135, Class S Shares 3,437,960, Class D Shares 142,099 of common stock to accredited investors for $124,265,607, $103,019,517, $4,257,070.

“On December 1, 2025, KKR Infrastructure LLC (the “Company”) sold the following unregistered shares (the “Investor Shares”) of the Company (with the final number of shares being determined on December 19, 2025) to investors for cash: Class Number of Shares Sold (1) Aggregate Consideration (1) Class I Shares 4,144,135 $ 124,265,607 Class S Shares 3,437,960 103,019,517 Class D Shares 142,099 4,257,070 Total $ 231,542,194”
Stepstone Private Credit Fund LLC

Stepstone Private Credit Fund LLC issued 6,688,332 unregistered shares of common stock to participating investors for aggregate consideration of $177.1 million.

“of Sold Shares issued being determined on December 29, 2025) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of $177.1 million. The offer and sale of the Sold Shares were conducted in connection with the Company’s continuous private offering of Shares in reliance on the exemption from the registration”
TRON Tron Inc.

Tron Inc. issued 13,067,151 shares of common stock to Black Anthem Limited for $1.3775 per share.

“the Investor agreed to purchase 13,067,151 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for a purchase price of $1.3775 per share, for gross proceeds to the Company of approximately $18 million.”
KKR Private Equity Conglomerate LLC

KKR Private Equity Conglomerate LLC issued Class U Shares 4,225,739, Class I Shares 4,108,128, Class D Shares 454,485, Class S Shares 106,505 of common stock to accredited investors and non-U.S. investors for $291,169,231 aggregate.

“On December 1, 2025, KKR Private Equity Conglomerate LLC (the “Company”) sold the following unregistered shares (the “Investor Shares”) of the Company (with the final number of shares being determined on December 19, 2025) to investors for cash: Class Number of Shares Sold (1) Aggregate Consideration (1) Class U Shares 4,225,739 $ 137,443,862 Class I Shares 4,108,128 135,385,401 Class D Shares 454,485 14,875,850 Class S Shares 106,505 3,464,118 Total $ 291,169,231”
Apollo Infrastructure Co LLC

Apollo Infrastructure Co LLC issued 319,359 shares (Series I A-II Shares), 13,718 shares (F-I Shares), 357 shares (E Shares), 521,774 shares (I Shares), 1,328,236 shares (Series II A-II Shares), 2 of securities to third party investors for aggregate consideration of $8,836,250 (Series I A-II), $374,500 (F-I), $10,000 (E), $14,276,000 (I), $37,247,200 (Series II A-II), $725,500 (F-I), $250,000 (E),.

“As of December 1, 2025, Apollo Infrastructure Company LLC (the “Company”) issued and sold the following unregistered shares of the Company (with the final number of shares being determined on December 29, 2025) to third party investors for cash: Type Number of Shares Sold Aggregate Consideration Series I A-II Shares 319,359 $ 8,836,250 F-I Shares 13,718 374,500 E Shares 357 10,000 I Shares 521,774 14,276,000 Series II A-II Shares 1,328,236 $ 37,247,200 F-I Shares 26,224 725,500 E Shares 8,809 250,000 I Shares 19,815 550,000”
North Haven Private Income Fund A LLC

North Haven Private Income Fund A LLC issued approximately 1,621,367 of the Company's Class I units of unit to accredited investors for aggregate offering price of approximately $32.7 million, reflecting a purchase price of $20.18 per unit.

“As of December 1, 2025, North Haven Private Income Fund A LLC ("we", the "Company" or the "Fund"), sold approximately 1,621,367 of the Company’s Class I units (the “Units”) for an aggregate offering price of approximately $32.7 million, reflecting a purchase price of $20.18 per unit (with the final number of Units being determined on December 22, 2025).”
Andalusian Credit Company, LLC

Andalusian Credit Company, LLC issued 1,319,217 shares of common stock to accredited investors for aggregate net offering price of $20,315,939.

“On December 22, 2025, pursuant to a capital drawdown notice previously delivered to its investors, Andalusian Credit Company, LLC (the “Company”) issued and sold 1,319,217 shares of the Company’s limited liability company interests, par value $0.001 per share (the “Shares”), for an aggregate net offering price of $20,315,939.”
LGAM Private Credit LLC

LGAM Private Credit LLC issued approximately 513,689 of the Company’s Common Units of common stock to unitholders for aggregate offering price of approximately $10.3 million, reflecting a purchase price of $19.99 per unit.

“As of December 1, 2025, LGAM Private Credit LLC ("we", the "Company" or the "Fund"), sold approximately 513,689 of the Company’s Common Units (the “Units”) for an aggregate offering price of approximately $10.3 million, reflecting a purchase price of $19.99 per unit (with the final number of Units being determined on December 22, 2025).”
HPS Corporate Capital Solutions Fund

HPS Corporate Capital Solutions Fund issued 640,897 Class D Common Shares of common stock to accredited investors and non-U.S. persons for $17.29 million.

“On December 1, 2025, HPS Corporate Capital Solutions Fund (the “ Fund ”) sold common shares of beneficial interest (the “ Shares ”). The purchase price per share and number of Shares issued was finalized on December 24, 2025. The purchase price per share was equal to $26.97. The following table details the Shares sold on December 1, 2025: Common Shares Issued Total Consideration (in millions) Class I Common Shares 1,388,654 $ 37.45 Class D Common Shares 640,897 $ 17.29 Class S Common Shares — $ —”
HPS Corporate Capital Solutions Fund

HPS Corporate Capital Solutions Fund issued 1,388,654 Class I Common Shares of common stock to accredited investors and non-U.S. persons for $37.45 million.

“On December 1, 2025, HPS Corporate Capital Solutions Fund (the “ Fund ”) sold common shares of beneficial interest (the “ Shares ”). The purchase price per share and number of Shares issued was finalized on December 24, 2025. The purchase price per share was equal to $26.97. The following table details the Shares sold on December 1, 2025: Common Shares Issued Total Consideration (in millions) Class I Common Shares 1,388,654 $ 37.45 Class D Common Shares 640,897 $ 17.29 Class S Common Shares — $ —”
STAI ScanTech AI Systems Inc.

ScanTech AI Systems Inc. issued convertible note to Vanquish Funding Group Inc. for total principal amount of up to $270,900.

“On December 22, 2025, ScanTech AI Systems Inc. (the “Company”) and Vanquish Funding Group Inc. (“Vanquish”) entered into a securities purchase agreement (the “Agreement”). Pursuant to the terms of the Agreement, the Company issued a convertible promissory note (the “Note”) to Vanguish with a total principal amount of up to $270,900.”
Apollo Asset Backed Credit Co LLC

Apollo Asset Backed Credit Co LLC issued 21,617 of common stock to third party investors for $ 550,000.

“As of December 1, 2025, Apollo Asset Backed Credit Company LLC (the “Company”) issued and sold the following unregistered shares of the Company (with the final number of shares being determined on December 29, 2025) to third party investors for cash (unless otherwise noted): Type Number of Shares Sold Aggregate Consideration Series I A-I Shares 21,617 $ 550,000”
KKR Enhanced US Direct Lending Fund-L Inc.

KKR Enhanced US Direct Lending Fund-L Inc. issued 48,354 shares of common stock to KKR Enhanced US Direct Lending Fund-L Holdings L.P. for $50.00 million.

“On December 1, 2025, KKR Enhanced US Direct Lending Fund-L Inc. (the "Company") issued and sold 48,354 shares of the Company’s common shares of beneficial interest (the “Shares”) (with the final number of common shares issued being determined on December 17, 2025) pursuant to a subscription agreement entered into with KKR Enhanced US Direct Lending Fund-L Holdings L.P. (the “Subscriber”) for aggregate consideration of $50.00 million.”
Blackstone Infrastructure Strategies L.P.

Blackstone Infrastructure Strategies L.P. issued Class I 4,916,652; Class S 2,070,609; Class D 94,781 of unit to accredited investors and qualified purchasers for aggregate consideration of approximately $193.2 million.

“On December 1, 2025, Blackstone Infrastructure Strategies L.P. (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $193.2 million”
XHLD TEN Holdings, Inc.

TEN Holdings, Inc. issued 991,000 shares of common stock to Investors for $2.25 million.

“issued, or will issue, an aggregate of 991,000 shares of the Company’s common stock, par value $0.0001 per share (the “ Shares ”), for gross proceeds of approximately $2.25 million.”
Audax Private Credit Fund, LLC

Audax Private Credit Fund, LLC issued 519,231.537 of securities to accredited investors or non-U.S. persons for $13.0 million.

“The purchase price per share and number of Shares issued was finalized on December 23, 2025. The purchase price per share was equal to $25.037. The following table details the Shares sold: Date of Issuance Common Shares Issued Total Consideration (in millions) December 1, 2025 519,231.537 $ 13.0”
BEBE TGE Value Creative Solutions Corp

TGE Value Creative Solutions Corp issued 1,764,706 warrants of warrant to Cohen & Company Capital Markets for a price of $0.85 per warrant.

“Cohen & Company Capital Markets, the underwriter of the IPO, purchased 1,764,706 warrants at a price of $0.85 per warrant (each a “ Private Placement Warrant ”)”
BEBE TGE Value Creative Solutions Corp

TGE Value Creative Solutions Corp issued 5,300,000 warrants of warrant to the Sponsor for a price of $0.50 per warrant.

“Substantially concurrently with the closing of the IPO, the Sponsor, the Company’s sponsor, purchased 5,300,000 warrants at a price of $0.50 per warrant”
SCPQ Social Commerce Partners Corp

Social Commerce Partners Corp issued 350,000 units of unit to Sponsor and BTIG for $10.00 per unit, generating total proceeds of $3,500,000.

“Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 350,000 units (the “Private Units”) to the Sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of $3,500,000.”
INTC INTEL CORP

INTEL CORP issued 214,776,632 shares of common stock to NVIDIA Corporation for $5.0 billion, representing a price per share of $23.28 per share.

“On December 26, 2025, Intel Corporation (the “Company”) completed the issuance and sale of 214,776,632 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to NVIDIA Corporation (“NVIDIA”), for an aggregate purchase price in cash of $5.0 billion, representing a price per share of $23.28 per share.”
BCHT Birchtech Corp.

Birchtech Corp. issued common stock.

“every five (5) shares of issued and outstanding common stock will be combined into one (1) share.”
NTRP NextTrip, Inc.

NextTrip, Inc. issued common stock warrants (the “Warrants”) to purchase 1,000,000 shares of Common Stock of warrant to a purchaser named therein (the "Purchaser") for gross proceeds of approximately $3,000,000.

“but in any event no later within 30 days after the date of the Registration Rights Agreement (the “Effective Date”). The Offering will result in gross proceeds of approximately $3,000,000 before deducting the placement agent’s fees and related offering expenses. The Offering closed on December 23, 2025. Pursuant to the Purchase Agreement and subject to certain”
NTRP NextTrip, Inc.

NextTrip, Inc. issued 1,000,000 shares of common stock to a purchaser named therein (the "Purchaser") for gross proceeds of approximately $3,000,000.

“but in any event no later within 30 days after the date of the Registration Rights Agreement (the “Effective Date”). The Offering will result in gross proceeds of approximately $3,000,000 before deducting the placement agent’s fees and related offering expenses. The Offering closed on December 23, 2025. Pursuant to the Purchase Agreement and subject to certain”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.