Winvest : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities

On February 23, 2024, we issued 607,500,000 shares of common stock in conversion of 12,150,000 shares of Series A Preferred Stock held by our directors. We relied on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933.

On February 27, 2024, we issued 9,200,000 shares of common stock in conversion of 9,200,000 shares of our Series A Preferred Stock held by Infinity Fund Australia Pty Ltd. We relied on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933.

These two transactions result in an increase the number of our common shares outstanding to 635,026,075 million shares from 18,326,075 million shares, a reduction in the number of our Series A Preferred Stock outstanding to 215,688,680 shares from 227,838,680 shares.