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STOCKHOLDERS’ EQUITY
6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 5 – STOCKHOLDERS’ EQUITY

 

Common Stocks

 

As of June 30, 2025 and December 31, 2024, the Company had 81,045,202 and 80,884,279 shares of common stock issued and outstanding, respectively.

 

During the three months ended March 31, 2024, the Company sold 621,648 shares of common stock to fifteen non-U.S. investors at $0.30 per share, with total proceeds of $186,494 received in cash. Additionally, at the end of March 2024, the Company received cash proceeds of $62,184 from investors for the purchase of common stocks of the Company. These stocks were subsequently issued on April 3, 2024, at a price of $0.60 per share. The Company relied upon Regulation S of the Securities Act of 1933, as amended, for the sale of these securities. No commissions were paid regarding the share issuance and the share certificates were issued with a Rule 144 restrictive legend.

 

On February 18, 2024, the Company entered into a debt settlement agreement with the third party. Pursuant to the agreement, the Company issued 279,490 common stocks with total fair value of $83,847 to settlement the total loan principal and interest payable of $83,847 (RMB 603,000), which resulted in no gain or loss. The change in value as of transaction date was due to the fluctuation in foreign exchange rates.

 

During the three months ended June 30, 2025, the Company issued 160,923 shares of common stock to two individual non-U.S. investors at $0.30 per share, with total proceeds of $48,277 received in cash.

 

 

WENYUAN GROUP CORP. AND SUBSIDIARIES

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – STOCKHOLDERS’ EQUITY (continued)

 

2022 Equity Incentive Plan

 

On November 7, 2022, the Board adopted an equity incentive plan to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, certain key consultants and directors of the Company (the “2022 Equity Incentive Plan”). Under the 2022 Equity Incentive Plan, the Company can issue up to 10,000,000 shares of common stock of the Company. Incentives may be granted in any one or a combination of: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; and (e) performance shares. Such incentives may be subject to vesting conditions determined by the Board of Directors at grant. The maximum term of options or other stock-based award granted is ten years or such lesser time as determined by the Board of Directors at the time of grant.

 

During the three months ended March 31, 2024, the Company granted 1,200,000 shares of common stocks of the Company which vested immediately, to two employees pursuant to the Company’s 2022 Equity Incentive Plan. The fair value of the shares totaled $360,000 on the grant dates. During the three months ended June 30, 2024, the Company granted 350,000 shares of common stocks of the Company which vested immediately, to two employees pursuant to the Company’s 2022 Equity Incentive Plan. The fair value of the shares totaled $210,000 on the grant dates. The total fair value of the shares issued during the six months ended June 30, 2024 was charged to share-based compensation of $501,346 and other loss of $68,654, on the consolidated statements of operations and other comprehensive loss.

 

As of June 30, 2025 and December 31, 2024, the Company’s common shares issuable under the 2022 Equity Incentive Plan totaled 1,220,000 and 1,220,000, respectively.

 

2023 Equity Incentive Plan

 

As of June 30, 2025 and December 31, 2024, no shares have been issued under the Company’s 2023 Equity Incentive Plan, and the Company’s common shares issuable under the 2023 Equity Incentive Plan totaled 5,000,000 and 5,000,000, respectively.

 

A summary of equity incentive activities is as follows:

  

Number of

Shares

  

Weighted

Average Grant

Date Fair Value

 
Issued and vested as of January 1, 2024   8,430,000   $0.10 
Forfeited and cancelled   (1,200,000)   0.10 
Granted and vested   1,550,000    0.30 
Issued and vested as of June 30, 2025 and December 31, 2024   8,780,000   $0.13 
Forfeited and cancelled   -   - 

 

The total fair value of shares issued for incentive that vested was $0.21 million and $0.57 million during the three and six months ended June 30, 2024, respectively.

 

 

WENYUAN GROUP CORP. AND SUBSIDIARIES

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS