Subsequent Events

3 Months Ended

Mar. 31, 2025

Debt

On April 28, 2025, the Company issued to certain investors (i) an aggregate of $1,444,444.44 principal amount senior convertible promissory notes ("April 2025 Convertible Notes"), carrying a 10.00% original issue discount, convertible into shares of Common Stock, and (ii) accompanying warrants ("April 2025 Warrants") to purchase shares of Common Stock.

The April 2025 Convertible Notes have a term of 18 months and bear interest at an effective rate of 8.00% per annum which automatically increases to 18.00% per annum in the event of a default. The April 2025 Convertible Notes is convertible at the option of the investors, at any time, in whole or in part, into such number of shares of Common Stock equal to the principal amount of the note outstanding plus all accrued and unpaid interest at a conversion price equal to $0.8261 per share.

The April 2025 Warrants are exercisable for up to an aggregate of 100.00% of the shares of Common Stock that each April 2025 Convertible Note is convertible into as of the issuance date, at an exercise price of $0.8261 per share, which represents 95% of the average of the five lowest trading prices in the ten trading days prior to the date the investors exercised their additional investment right, as set forth in the purchase agreement.

On April 29, 2025, an accredited investor exercised 40,573 of warrants related to the October 2024 Notes into 40,573 of the Company's shares of common stock for an average exercise price of $0.739 per share pursuant to the securities purchase agreement for total gross proceeds to the Company of $30,000.

Other

On May 7, 2025, the Company entered into consulting agreements with certain consultants, including with Z-List Media, Inc., In connection with the consulting agreements, the Company issued Z-List Media, Inc. warrants to purchase up to an aggregate of 1,500,000 shares of common stock of the Company, consisting of: (i) a warrant to purchase up to 500,000 shares of common stock at an exercise price of $1.05 per share, (ii) a warrant to purchase up to 500,000 shares of common stock at an exercise price of $1.25 per share, and (iii) a warrant to purchase up to 500,000 shares of common stock at an exercise price of $1.50 per share.

Assets Acquisition

On April 25, 2025, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Fermata Energy LLC, a Delaware limited liability company (“Seller”) and Fermata Energy II, LLC, a Delaware limited liability company and newly formed subsidiary of the Company (“Fermata 2.0”), pursuant to which the Company agreed to acquire, through Fermata 2.0, substantially all of the assets and certain specified liabilities of Seller in exchange for a total purchase price of approximately $659,243, consisting of approximately $340,200 in cash with the remainder consisting of assumed liabilities (the “Fermata Transaction”). Additionally, in connection with the Fermata Transaction, Fermata 2.0 issued 4,900,000 convertible preferred units to former debt holders of Seller. The Fermata Transaction closed on April 25, 2025.

The Agreement contains customary representations and warranties and agreements by the Company and customary indemnification obligations of the Company.

The foregoing descriptions of the Agreement are not complete and are qualified in their entirety by reference to the full text of such documents, which are filed as Exhibits 10.10 to this Quarterly Report on Form 10-Q.

The following table summarizes the consideration transferred for the assets acquisition and the preliminary allocations of the purchase price of identified assets acquired at the acquisition date:


Consideration transferred:
Cash	$	340,200
Liabilities assumed	319,043
Total	$	659,243

Recognized amounts of identifiable assets acquired:
Inventory	$	423,138
Furniture Fixtures and Equipment	79,018
Other Assets	9,831
Intangible Property	147,254
Total identifiable net assets	$	659,243

Final valuations and purchase price allocations for the assets acquisition will be completed by the end of the fiscal year 2025.