SEAFARER EXPLORATION CORP

Item 1A. Risk Factors

Not required for smaller reporting companies.

Item 2. Recent Sales and Other Issuances of Unregistered Securities

During the threesix month period ended March 31June 30, 2026, the Company issued 6,0008,500,000 shares of its restricted common stock for services. The Company believes that the issuance of the securities was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering and based on the fact that such securities were issued for services to sophisticated or accredited investors and persons who are thoroughly familiar with the Companys proposed business by virtue of their affiliation with the Company.

On various dates during the threesix month period ended March 31June 30, 2026, the Company entered into subscription agreements to sell 487,033,339696,700,011 shares of its restricted common stock in exchange for proceeds of $686938,550. The proceeds received were used for general corporate purposes, working capital and repayment of some debt.

Exemptions from Registration for Sales of Restricted Securities.

The issuance of securities referenced above were issued to persons who the Company believes were either accredited investors, or sophisticated investors who, by reason of education, business acumen, experience or other factors, were fully capable of evaluating the risks and merits of an investment in us; and each had prior access to all material information about us. None of these transactions involved a public offering. An appropriate restrictive legend was placed on each certificate that has been issued, prohibiting public resale of the shares, except subject to an effective registration statement under the Securities Act of 1933, as amended (the Act) or in compliance with Rule 144. The Company believes that the offer and sale of these securities was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) under the Securities Act of 1933 (the Act) thereof, and/or Regulation D. There may be additional exemptions available to the Company.

Issuance of Securities Due to Conversion of Notes, Loan Origination Fees and to Settle Debt

During the threesix month period ended March 31June 30, 2026, the Company issued 180,999,155 shares to settle the principal balances and accrued interest of convertible notes. The Company believes that the offer and sale of these securities were exempt from the registration requirements of the Securities Act pursuant to Sections 3(a)(9) under the Securities Act of 1933, as amended.

Repurchase of Securities

During the threesix month period ended March 31June 30, 2026, the Company did not purchase any shares of its common stock and the Company is not likely to purchase any shares in the foreseeable future.

Stock Option Grants

The Company does not have any compensatory stock option grants outstanding at this time.

Warrants

The Company did not issue any warrants during the threesix month period ended March 31June 30, 2026. 

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