{"url_path":"/sec/sfrx/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Recent Sales and Other Issuances of Unregistered Securities**","topic":"sec","document":{"doc_type":"10-Q/A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1106213/0001199835-26-000155-index.html","accession_number":"0001199835-26-000155","cik":"0001106213","ticker":"SFRX","issuer_name":"SEAFARER EXPLORATION CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1106213/0001199835-26-000155-index.html","primary_entity_key":"0001106213","primary_entity_name":"SEAFARER EXPLORATION CORP"},"word_count":463,"has_tables":true,"body_markdown":"**Item\n2. Recent Sales and Other Issuances of Unregistered Securities**\n\n \n\nDuring\nthe three month period ended March 31, 2026, the Company issued 6,000,000 shares of its restricted common stock for services. The Company\nbelieves that the issuance of the securities was exempt from registration under the Securities Act of 1933, as amended, in reliance on\nSection 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and based on the fact that such\nsecurities were issued for services to sophisticated or accredited investors and persons who are thoroughly familiar with the Company’s\nproposed business by virtue of their affiliation with the Company.\n\n \n\nOn\nvarious dates during the three month period ended March 31, 2026, the Company entered into subscription agreements to sell 487,033,339\nshares of its restricted common stock in exchange for proceeds of $686,550. The proceeds received were used for general corporate purposes,\nworking capital and repayment of some debt.\n\n \n\n**Exemptions\nfrom Registration for Sales of Restricted Securities.**\n\n \n\nThe\nissuance of securities referenced above were issued to persons who the Company believes were either “accredited investors,”\nor “sophisticated investors” who, by reason of education, business acumen, experience or other factors, were fully capable\nof evaluating the risks and merits of an investment in us; and each had prior access to all material information about us. None of these\ntransactions involved a public offering. An appropriate restrictive legend was placed on each certificate that has been issued, prohibiting\npublic resale of the shares, except subject to an effective registration statement under the Securities Act of 1933, as amended (the\n“Act”) or in compliance with Rule 144. The Company believes that the offer and sale of these securities was exempt from the\nregistration requirements of the Securities Act pursuant to Section 4(2) under the Securities Act of 1933 (the “Act”) thereof,\nand/or Regulation D. There may be additional exemptions available to the Company.\n\n \n\n**Issuance\nof Securities Due to Conversion of Notes, Loan Origination Fees and to Settle Debt**\n\n \n\nDuring\nthe three month period ended March 31, 2026, the Company issued 180,999,155 shares to settle the principal balances and accrued interest\nof convertible notes. The Company believes that the offer and sale of these securities were exempt from the registration requirements\nof the Securities Act pursuant to Sections 3(a)(9) under the Securities Act of 1933, as amended.\n\n \n\n**Repurchase\nof Securities**\n\n \n\nDuring\nthe three month period ended March 31, 2026, the Company did not purchase any shares of its common stock and the Company is not likely\nto purchase any shares in the foreseeable future. \n\n \n\n**Stock\nOption Grants**\n\n \n\nThe\nCompany does not have any compensatory stock option grants outstanding at this time.\n\n \n\n**Warrants**\n\n \n\nThe\nCompany did not issue any warrants during the three month period ended March 31, 2026.  \n\n29"}