Warrants
In consideration for the Common Stock Purchase Agreement signed with Alumni on June 13, 2024, the Company issued to Alumni Capital a Common Stock
Purchase Warrant dated June 13, 2024 to purchase 1,943,304,434 shares of Common Stock, representing (50%) of the commitment amount of $5 million, at an
exercise price of $0.00129 per share, subject to adjustments, and ending on the 5 years anniversary of the issuance date. The number of shares under the
Common Stock Purchase Warrant is subject to adjustment based on the following formula: (i) fifty percent (50%) of the Commitment Amount, less the exercise
value of all partial exercises prior to the Exercise Date, divided by (ii) the Exercise Price on the Exercise Date. The exercise price per was calculated by
dividing $3,000,000 by the total number of issued and outstanding shares of common stock as of June 13, 2024. The exercise price is subject to change based
on a change in the number of our outstanding shares. The aggregated fair value of the warrants was $970,945. The fair value has been estimated using the
Black-Scholes pricing model with the following assumptions: market value of underlying common shares of $0.0005; risk free rate of 4.24%; expected term of
5 years; exercise price of $0.0013; volatility of 310.94%; and expected future dividends of $0.
Management determined that these warrants meet the requirements for equity classification under ASC 815-40 because they are indexed to its own shares. The
warrants were recorded at their fair value on the date of grant as a component of shareholders’ equity. As of November 30, 2024, 1,993,304,434 warrants in
connection with two equity financings were outstanding, with weighted average remaining life of 4.49 years.
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