{"url_path":"/sec/trwd/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":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1916558/0001079973-26-000654-index.html","accession_number":"0001079973-26-000654","cik":"0001916558","ticker":"TRWD","issuer_name":"Tradewinds Universal","edgar_url":"https://www.sec.gov/Archives/edgar/data/1916558/0001079973-26-000654-index.html","primary_entity_key":"0001916558","primary_entity_name":"Tradewinds Universal"},"word_count":951,"has_tables":true,"body_markdown":"**ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES\nAND USE OF PROCEEDS**\n\n \n\nThe Company is authorized to issue 75,000,000\nshares of common stock, par value $0.001 per share. As of March 31, 2026, there were 43,690,580  shares of common stock issued and\noutstanding.\n\n \n\nSet forth below is information regarding the\nissuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising\nor public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale\nof any securities.\n\n \n\nAs of March 31, 2026, we have issued an aggregate\nof 11,520,580 shares: 9,400,000 shares to 10 people for services, 173,913 shares for an asset, and an aggregate of 1,946,667 shares for\ncash. The related amounts recorded were as follows: shares issued for services — common stock of $9,400 and additional paid-in\ncapital of $754,795; shares issued for cash — common stock of $1,947 and additional paid-in capital of $156,991; and shares issued\nfor asset acquisition — common stock of $174 and additional paid-in capital of $295,393. The issuances were exempt from registration\nunder Section 4(a)(2) of the Securities Act as issuances not involving a public offering.\n\n \n\nSuch issuances were made to a limited number\nof non-affiliated individuals and non-affiliated entities as follows:\n\n \n\n \n·\nOn June 8, 2025, the Company\nissued 1,500,000 shares of common stock to a non-affiliated entity for services.\n\n \n·\nOn June 9, 2025, the Company\nissued 1,000,000 shares of common stock to a non-affiliated individual for services.\n\n \n·\nOn July 5, 2025, the Company\nissued 500,000 shares of common stock to a non-affiliated individual for services.\n\n \n·\nOn July 8, 2025, the Company\nissued 1,000,000 shares of common stock to a non-affiliated entity for services.\n\n \n·\nOn July 29, 2025, the Company\nissued 66,667 shares of common stock to a non-affiliated individual for cash.\n\n \n·\nOn August 20, 2025, the\nCompany issued 173,913 shares of common stock to a non-affiliated entity in exchange for an asset.\n\n \n·\nOn September 23, 2025,\nthe Company issued 200,000 shares of common stock to a non-affiliated individual for services.\n\n \n·\nOn October 10, 2025, the\nCompany issued 500,000 shares of common stock to a non-affiliated entity for services.\n\n \n·\nOn October 15, 2025, the\nCompany issued an aggregate of 1,780,000 shares of common stock, consisting of 1,500,000 shares issued to a non-affiliated entity\nfor services and 280,000 shares issued to a non-affiliated individual for cash.\n\n \n·\nOn November 1, 2025, the\nCompany issued 1,400,000 shares of common stock to a non-affiliated individual for services.\n\n \n·\nOn November 3, 2025, the\nCompany issued 1,000,000 shares of common stock to a non-affiliated individual for services.\n\n \n·\nOn November 12, 2025, the\nCompany issued 1,000,000 shares of common stock to a non-affiliated individual for services.\n\n \n·\nOn November 28, 2025, the\nCompany issued 400,000 shares of common stock to a non-affiliated individual for cash.\n\n \n·\nOn January 23, 2026 the\nCompany issued 500,000 shares of common stock to a non-affiliated individual for cash.\n\n \n·\nOn January 28, 2026 the\nCompany issued 500,000 shares of common stock to a non-affiliated individual for cash.\n\n \n\n**Warrants**\n\n** **\n\nDuring 2025, the Company issued warrants to purchase\nan aggregate of 946,667 shares of common stock to the Beling Family Trust. During the three months ended March 31, 2026, the Company\nissued additional warrants to purchase an aggregate of 1,000,000 shares of common stock to the Beling Family Trust.\n\n \n\nA summary of warrant activity for the three months\nended March 31, 2026 is as follows:\n\n   \n   \n  \n\n   \nWarrants  \nWeighted\nAverage Exercise Price \n\n Outstanding\nat December 31, 2025  \n 946,667  \n$0.08 \n\n Granted  \n 1,000,000  \n$0.05 \n\n Exercised  \n —  \n$— \n\n Expired  \n —  \n$— \n\n Outstanding\nat March 31, 2026  \n 1,946,667  \n$0.06 \n\n Exercisable\nat March 31, 2026  \n 1,946,667  \n$0.06 \n\n  \n\nAs of March 31, 2026, 1,946,667 warrants were\noutstanding and exercisable, with a weighted average exercise price of $0.06 per share.\n\n \n\n18 \n\n \n\nThe following table summarizes warrants outstanding\nat March 31, 2026:\n\n  \n   \n   \n  \n  \n\nGrant\nDate \nShares\nUnder Warrant  \nExercise\nPrice  \nExpiration\nDate \nExercise\nTerms \n\nJuly 29, 2025 \n 66,667  \n$0.30  \nJuly 29, 2028 \n Cash exercise \n\nSeptember 8, 2025 \n 200,000  \n$0.10  \nSeptember 8, 2028 \n Cash exercise \n\nOctober 15, 2025 \n 280,000  \n$0.05  \nOctober 15, 2028 \n Cash exercise \n\nNovember 28, 2025 \n 400,000  \n$0.05  \nNovember 28, 2028 \n Cash exercise \n\nJanuary 23, 2026 \n 500,000  \n$0.05  \nJanuary 23, 2029 \n Cash exercise \n\nJanuary 28, 2026 \n 500,000  \n$0.05  \nJanuary 28, 2029 \n Cash exercise \n\nTotal / Weighted Average \n 1,946,667  \n$0.06  \n  \n   \n\n \n\n \n\nWe have never utilized an underwriter for an\noffering of our securities. Other than the securities mentioned above and the common stock issuances described below, we have not issued\nor sold any other securities.\n\n \n\nDuring the three months ended March 31, 2026,\nthe Company issued 1,000,000 shares of common stock to the Beling Family Trust for aggregate proceeds of $50,000 pursuant to subscription\nagreements.\n\n \n\nOn February 5, 2022, the Company issued 230,000\nshares of common stock to Andrew Read at $.01 for $2,300. On December 28, 2023, the Company issued 22,000,000 shares of common stock\nto Andrew Read at $.01 for services. The issuances were exempt from registration by reason of Section (4)(a)(2) of the Securities act\nas issuances not involving a public offering.\n\n \n\nThe company issued 6,940,000 shares in a\nRegulation D, Rule 506 offering which was filed with the SEC on March 11, 2022, done in compliance with Section (4)(a)(2) of the 1933\nAct, at an offering price of $0.01 per share, resulting in total proceeds of $69,400 and a sale of 6,940,000 shares in aggregate. None\nof the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities\n\n \n\nAs of March 31, 2026, the Company had 43,690,580 shares of common\nstock issued and outstanding."}