| | As disclosed in the Issuer's Form 8-K filed on September 14, 2022, the Issuer and Project Nickel entered into a Securities Purchase Agreement (the "SPA") on September 12, 2022. Pursuant to the SPA, Project Nickel provided $1,335,000 in funding to the Issuer, and in exchange, the Issuer issued to Project Nickel: (i) an Original Issue Discount Secured Convertible Promissory Note in the principal amount of $1,500,000, bearing interest at a rate of 6% per annum and maturing on December 31, 2023 (the "2022 Note"); and (ii) Series X, Series Y, and Series Z warrants (collectively, the "Warrants"). The 2022 Note was convertible into 30% of the Issuer's outstanding Common Stock on a post-conversion basis as of the date of conversion (the "Conversion Shares"). Each series of Warrants was exercisable for a number of shares equal to 60% of the Conversion Shares, with exercise prices as follows: (i) for the Series X Warrants, the lower of $0.02 and 120% of the closing price of the Common Stock on the date of exercise; (ii) for the Series Y Warrants, the lower of $0.05 and 150% of the closing price on the date of exercise; and (iii) for the Series Z Warrants, the lower of $0.06 and 200% of the closing price on the date of exercise. Both the 2022 Note and the Warrants were subject to a contractual beneficial ownership blocker provision, which limited Project Nickel's ability to convert or exercise such securities to the extent that doing so would result in beneficial ownership exceeding a specified threshold.
As disclosed in the Issuer's Form 8-K filed on December 20, 2023, the Issuer and Project Nickel entered into an agreement on December 19, 2023, pursuant to which the parties agreed to exchange the 2022 Note for a new note with substantially similar terms, except that (i) the maturity date was extended to December 31, 2024, and (ii) the conversion feature was modified to permit conversion into 40% of the Issuer's outstanding Common Stock on a post-conversion basis (the "2023 Note").
As disclosed in the Issuer's Form 8-K filed on November 4, 2024, the Issuer and Project Nickel entered into three separate agreements on November 1, 2024: (i) a Convertible Note Exchange Agreement (the "Convertible Note Exchange Agreement"); (ii) a Warrant Exchange and Extinguishment Agreement (the "Warrant Exchange and Extinguishment Agreement"); and (iii) a Promissory Note Exchange Agreement (the "Promissory Note Exchange Agreement").
Pursuant to the Convertible Note Exchange Agreement, Project Nickel agreed to exchange the 2023 Note for: (i) a new Secured Exchange Note with a principal amount of $1,620,240, bearing interest at 8% per annum and maturing on December 31, 2025 (the "2024 Note"); and (ii) 750,000,000 shares of Common Stock.
Under the Warrant Exchange and Extinguishment Agreement, Project Nickel agreed to extinguish all outstanding Series X, Y, and Z Warrants in exchange for: (i) 600,000,000 shares of Common Stock, and (ii) 650,000 shares of the Issuer's Series D Preferred Stock, each of which is convertible at any time into 1,000 shares of Common Stock.
As of November 1, 2024, the Issuer owed Project Nickel an aggregate default principal amount of $241,590 under promissory notes issued on November 20, 2023 ($25,000), March 6, 2024 ($125,000), and April 30, 2024 ($50,000) (collectively, the "Promissory Notes"). Pursuant to the Promissory Note Exchange Agreement, Project Nickel agreed to consolidate and exchange the Promissory Notes for a new consolidated promissory note with a principal amount of $241,590, bearing interest at 8% per annum and maturing on December 31, 2025 (the "New Promissory Note").
On September 22, 2025, the Issuer and Project Nickel entered into a Secured Exchange Note Exchange Agreement (the "2025 Exchange Agreement"), pursuant to which Project Nickel agreed to exchange the 2024 Note, then outstanding with a principal balance of $1,220,240, for: (i) a new secured convertible promissory note with a principal amount of $1,220,240, bearing interest at 8% per annum and maturing on December 31, 2027 (the "2025 Note"); and (ii) 500,000,000 newly-issued shares of Common Stock. The 2025 Note is convertible into shares of Common Stock at a price of $0.001 per share, adjusted for any stock splits.
Additionally, on September 22, 2025, the 650,000 shares of Series D Preferred Stock held by Project Nickel were converted into 650,000,000 shares of Common Stock, in accordance with the applicable conversion terms.
On June 30, 2026, the Issuer and Project Nickel entered into a Secured Convertible Promissory Note Exchange Agreement (the "2026 Exchange Agreement") pursuant to which Project Nickel agreed to exchange and extinguish the 2025 Note, then outstanding with a principal balance of $$1,220,240, for (i) 3,250,000 shares of Series E Convertible Preferred Stock, each of which is convertible at any time into 1,000 shares of Common Stock.; and, (ii) 750,131,126 newly-issued shares of Common Stock.
For purposes of this Schedule 13D, the 2022 Note, 2023 Note, 2024 Note, 2025 Note, the Promissory Notes, and the New Promissory Note are collectively referred to herein as the "Notes."
Except as previously disclosed, DAXvest and Mr. Kittrell do not directly own any shares of Common Stock but are deemed to beneficially own the Common Stock held by Project Nickel. Each of DAXvest and Mr. Kittrell disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.
The foregoing summary of certain terms of the SPA, the Notes, the Warrants, the Convertible Note Exchange Agreement, the Warrant Exchange and Extinguishment Agreement, the Promissory Note Exchange Agreement, 2025 Exchange Agreement and the 2026 Exchange Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of such documents, which are referenced in the Issuer's current reports on Form 8-K identified above.
The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes. Except as set forth herein, the Reporting Persons do not presently have any plan or proposal that would result in any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to evaluate their investment in the Issuer on an ongoing basis. Depending on various factors, including but not limited to the Issuer's financial condition and strategic direction, actions taken by its board of directors, prevailing market conditions, the price of the Common Stock, alternative investment opportunities, and general economic and industry developments, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. Such actions may include, without limitation, acquiring additional securities of the Issuer, disposing of some or all of their holdings, engaging in discussions with management, the board of directors, other shareholders, or third parties, or modifying their current intentions with respect to any or all matters described in Item 4 of Schedule 13D. |
| (a) | The following table sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of outstanding Common Stock which the Reporting Persons may be deemed to beneficially own, as well as the number and percentage of Common Stock with respect to which the Reporting Persons have or will have sole or shared voting or dispositive power.
References to percentage ownership of the Common Stock in this Schedule 13D are based on 6,290,802,029 shares of Common Stock outstanding as of August 3, 2026, based on information provided to the Reporting Persons by the Issuer. Of the shares reported herein, 200,000 shares of Common Stock are held directly by Mr. Kittrell, and the remaining shares are held directly by Project Nickel. The Reporting Persons may be deemed to constitute a "person" or "group" within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group.
By virtue of the fact that (i) the shares of Common Stock reported herein (other than the 200,000 shares held directly by Mr. Kittrell) are directly beneficially owned by Project Nickel, (ii) DAXvest is the managing member of Project Nickel, and (iii) Mr. Kittrell is the sole member and manager of DAXvest, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the Common Stock held by Project Nickel. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own the Common Stock indicated on row (11) on such Reporting Person's cover page included herein, or the approximate percentage of the aggregate amount of Common Stock indicated on row (13) on such Reporting Person's cover page included herein.
Amount beneficially Owned:
Project Nickel LLC - 3,250,131,126
DAXvest LLC - 3,250,131,126
Grady D. Kittrell - 3,250,331,126
Percent of Class:
Project Nickel LLC - 51.66%
DAXvest LLC - 51.66%
Grady D. Kittrell - 51.67%
Sole Power to vote or direct the vote:
Project Nickel LLC - 3,250,131,126
DAXvest LLC - 0
Grady D. Kittrell - 200,000
Shared power to vote or direct the vote:
Project Nickel LLC - 0
DAXvest LLC - 3,250,131,126
Grady D. Kittrell - 3,250,131,126
Sole power to dispose or to direct the disposition:
Project Nickel LLC - 3,250,131,126
DAXvest LLC - 0
Grady D. Kittrell - 200,000
Shared power to dispose or to direct the disposition:
Project Nickel LLC - 0
DAXvest LLC - 3,250,131,126
Grady D. Kittrell - 3,250,131,126
* Includes (i) 200,000 shares of Common Stock held directly by Mr. Kittrell and (ii) 3,250,131,126 shares of Common Stock held directly by Project Nickel.
** Based on 6,290,802,029 shares of Common Stock outstanding as of August 3, 2026, as reported to the Reporting Persons by the Issuer. |
| (b) | The following table sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of outstanding Common Stock which the Reporting Persons may be deemed to beneficially own, as well as the number and percentage of Common Stock with respect to which the Reporting Persons have or will have sole or shared voting or dispositive power.
References to percentage ownership of the Common Stock in this Schedule 13D are based on 6,290,802,029 shares of Common Stock outstanding as of June 30, 2026, based on information provided to the Reporting Persons by the Issuer. Of the shares reported herein, 200,000 shares of Common Stock are held directly by Mr. Kittrell, and the remaining shares are held directly by Project Nickel. The Reporting Persons may be deemed to constitute a "person" or "group" within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group.
By virtue of the fact that (i) the shares of Common Stock reported herein (other than the 200,000 shares held directly by Mr. Kittrell) are directly beneficially owned by Project Nickel, (ii) DAXvest is the managing member of Project Nickel, and (iii) Mr. Kittrell is the sole member and manager of DAXvest, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the Common Stock held by Project Nickel. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own the Common Stock indicated on row (11) on such Reporting Person's cover page included herein, or the approximate percentage of the aggregate amount of Common Stock indicated on row (13) on such Reporting Person's cover page included herein.
Amount beneficially Owned:
Project Nickel LLC - 3,250,131,126
DAXvest LLC - 3,250,131,126
Grady D. Kittrell - 3,250,331,126
Percent of Class:
Project Nickel LLC - 51.66%
DAXvest LLC - 51.66%
Grady D. Kittrell - 51.67%
Sole Power to vote or direct the vote:
Project Nickel LLC - 3,250,131,126
DAXvest LLC - 0
Grady D. Kittrell - 200,000
Shared power to vote or direct the vote:
Project Nickel LLC - 0
DAXvest LLC - 3,250,131,126
Grady D. Kittrell - 3,250,131,126
Sole power to dispose or to direct the disposition:
Project Nickel LLC - 3,250,131,126
DAXvest LLC - 0
Grady D. Kittrell - 200,000
Shared power to dispose or to direct the disposition:
Project Nickel LLC - 0
DAXvest LLC - 3,250,131,126
Grady D. Kittrell - 3,250,131,126
* Includes (i) 200,000 shares of Common Stock held directly by Mr. Kittrell and (ii) 3,250,131,126 shares of Common Stock held directly by Project Nickel.
** Based on 6,290,802,029 shares of Common Stock outstanding as of August 3, 2026, as reported to the Reporting Persons by the Issuer. |
