{"url_path":"/sec/brql/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1854526/0001477932-26-003164-index.html","accession_number":"0001477932-26-003164","cik":"0001854526","ticker":"BRQL","issuer_name":"DYNAMIC AEROSPACE SYSTEMS Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854526/0001477932-26-003164-index.html","primary_entity_key":"0001854526","primary_entity_name":"DYNAMIC AEROSPACE SYSTEMS Corp"},"word_count":767,"has_tables":true,"body_markdown":"**ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES**\n\n \n\nExcept as previously disclosed in a Current Report on Form 8-K or in a Form 10-Q or 10-K, or as set forth below, the Company has not sold securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), during the period covered by this Quarterly Report:\n\n \n\nDuring January 2026, the Company entered into agreements where the Company agreed to issue 232,558 shares of Series D.1 Preferred Stock, upon the Company filing a Certificate of Designation to create such series of preferred stock at a sale price of $0.43 per share for gross and net proceeds of $100,000 in a private placement transaction. As noted, the Certificate of Designation for Series D.1 Preferred Stock was filed on January 30, 2026. \n\n \n\nDuring January 2026, the Company entered into agreements where the Company agreed to issue 323,530 shares of Series E Convertible Preferred Stock, upon the Company filing a Certificate of Designation to create such series of preferred stock at a sale price of $0.34 per share for gross and net proceeds of $110,000 in two separate private placement transactions. In connection with the agreements, the Company issued to the buyers five-year warrants to purchase up to an aggregate of 323,530 shares of Company common stock at an exercise price of $1.00 per share. The Certificate of Designation creating the Series E Preferred Stock was filed with the Secretary of State of the State of Nevada on April 30, 2026.   \n\n \n\nDuring January 2026, a promissory note with a third-party investor in the principal and interest amount of $58,000 was converted into 134,884 shares of Series D.1 Preferred Stock, upon the Company filing a Certificate of Designation to create such series of preferred stock, at a price of $0.43 per share. See Note 12 for additional details.\n\n \n\nOn April 9, 2026, the Company entered into two (2) Convertible Promissory Notes with third-part investors for a total principal amount of $165,000. The notes include a one-time interest charge on the principal amount of 8% and mature April 9, 2027. The notes include an original issue discount of $15,000 and total fees of $6,500, resulting in net proceeds of $143,500 to the Company. The note is convertible, at any time following the issue date at the option of holder at a conversion price equal to the lower of $0.50 or 80% of the lowest volume weighted average price (“VWAP”) for the fifteen prior trading days. In connection with each of the notes, the Company issued five-year warrants to purchase 126,923 shares of the Company's common stock at an exercise price of $0.65.\n\n \n\nOn April 27, 2026, the Company entered into a Convertible Promissory Note with a third-party investor for a total principal amount of $275,000. The note includes a one-time interest charge on the principal amount of 8% and mature April 27, 2027. The note includes an original issue discount of $25,000 and fees of $4,000, resulting in net proceeds of $246,000 to the Company. $20,000 of the net proceeds was withheld and paid directly to the Company’s placement agent. The note is convertible, at any time following the issue date, at the option of holder at a conversion price equal to the lower of $0.50 or 80% of the lowest volume weighted average price (“VWAP”) for the fifteen prior trading days. In connection with the note, the Company issued five-year warrants to purchase 199,275 shares of the Company’s common stock at an exercise price of $0.65 and 20,000 shares of common stock.\n\n \n\nOn April 28, 2026, the holder of certain convertible promissory notes elected to convert $65,000 of principal into 406,150 shares of common stock at $0.16 per share in accordance with the terms of the agreement.\n\n  \n\nThe issuances of the promissory notes and the shares of common stock disclosed above were each consummated in a privately negotiated transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and regulations promulgated thereunder. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) in each case, the issuance of the securities was in an isolated private transaction by the Company which did not involve a public offering; (b) there was only one recipient in each case; and (c) the negotiations for each issuance of securities took place directly between the individual investors and the Company; and (d) each purchaser made representations about being an accredited investor, purchasing for his or her own account, and not purchasing with the intent to distribute the securities."}