Item 4 — Purpose of Transaction
The information set forth in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference herein. Background On May 14, 2025, the Issuer and 1036030 B.C. Ltd., a company solely owned by the Reporting Person, entered into a consulting services agreement pursuant to which the Reporting Person was granted 2,000,000 Performance Warrants to acquire shares of Common Stock at an exercise price of $0.001 per share, with a term of five years. The Performance Warrants vest contingent upon the occurrence of the following four specified performance milestones: - Milestone 1: 500,000 Performance Warrants shall vest upon the Issuer completing and receiving the results of a three-month collagen study conducted in Boston, Massachusetts; - Milestone 2: 500,000 Performance Warrants shall vest upon the Issuer listing its shares of Common Stock on the Nasdaq Stock Market, LLC, or any other recognized stock exchange in North America; - Milestone 3: 500,000 Performance Warrants shall vest upon the Issuer's listed shares of Common Stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater on a recognized North American stock exchange on which the shares of Common Stock are listed; and - Milestone 4: 500,000 Performance Warrants shall vest upon the Issuer's submission of a 510(k) application to the U.S. Food and Drug Administration. On July 8, 2025, Milestone 1 was achieved upon the Issuer completing and receiving the results of the three-month collagen study, resulting in the vesting of 500,000 Performance Warrants with respect to Milestone 1. On December 23, 2025, the Reporting Person exercised the vested 500,000 Performance Warrants in full, acquiring 500,000 shares of Common Stock at an exercise price of $0.001 per share, for aggregate consideration of $500.00 funded from the Reporting Person's personal funds. The Reporting Person's beneficial ownership in the Performance Warrants was previously reported in the Issuer's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission (the "SEC") on April 17, 2026, which included (i) 500,000 shares of Common Stock held directly by Mr. Sharpe, and (ii) 500,000 Performance Warrants that were to vest upon the occurrence of the listing milestone as part of the Reporting Person's beneficial ownership at such time. On May 21, 2026, the date of the Issuer's listing on the Nasdaq, 500,000 Performance Warrants held by the Reporting Person vested upon the occurrence of the listing milestone. On May 22, 2026, the Reporting Person exercised 500,000 Performance Warrants at an exercise price of $0.001 per share, for aggregate proceeds to the Issuer of $500.00, resulting in the issuance of 500,000 shares of Common Stock to the Reporting Person. On June 18, 2026, an additional 500,000 Performance Warrants held by the Reporting Person vested upon the Issuer's achievement of a market capitalization of $80,000,000 or greater for at least 20 consecutive trading days on the Nasdaq. This Schedule 13D is being filed to report the Reporting Person's updated beneficial ownership following the vesting of the June 2026 Vested Warrants. Purpose The Reporting Person acquired the securities described herein in connection with his compensation arrangements with the Issuer. The Reporting Person currently holds the shares of Common Stock and the Performance Warrants for investment purposes. The Reporting Person reserves the right to formulate other plans or make other proposals and take other actions with respect to his interest in the Issuer. Depending on market conditions and other factors, the Reporting Person may acquire or dispose of securities of the Issuer as the Reporting Person may deem appropriate, whether in open market purchases or sales, privately negotiated transactions or otherwise. The Reporting Person continues to evaluate numerous potential transactions and in connection therewith may exchange shares of Common Stock for other assets or may sell shares of Common Stock to increase his cash position. The Reporting Person may also reconsider and change his plans or proposals relating to the foregoing. Except as otherwise disclosed herein, the Reporting Person has no current plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.