Item 3.02 Unregistered Sales of Equity Securities. From June 30, 2026 through July 8, 2026, the Company sold and issued a total of 9,232,047 shares of common stock pursuant to that certain Securities Purchase Agreement dated September 19, 2025 with C/M Capital Master Fund, LP as purchaser (the “ELOC Agreement”) for total gross proceeds of $1,265,063.…
The Company is a Nevada corporation that was historically seeking to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential within its distribution system. During the current fiscal year beginning January 1, 2026, the Company has moved away from beverages and is focusing on the cannabinoid and health and wellness economy businesses.
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Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
From June 30, 2026 through July 8, 2026, the Company
sold and issued a total of 9,232,047 shares of common stock pursuant to that certain Securities Purchase Agreement dated September 19,
2025 with C/M Capital Master Fund, LP as purchaser (the “ELOC Agreement”) for total gross proceeds of $1,265,063. The ELOC
Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed on September 25, 2025. To the extent such sales
are deemed to be unregistered, the sales were made pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities
Act of 1933 and Rule 506(b) promulgated thereunder. The purchaser’s resales of the shares were registered on the Company’s
registration statement on Form S-1 (File No. 333-296755), effective June 22, 2026.