| ISSUANCE OF EQUITY SECURITIES |
8.
ISSUANCE OF EQUITY SECURITIES
On
December 5, 2025, the Company effected a 1-for-20 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding
shares of Common Stock, par value $0.00001 per share. This reverse stock split has reduced the number of shares of Common Stock as of
September 30, 2025 from 196,514,084 shares to 9,825,704 shares, and corresponding retroactive adjustments have been made to all the data
for the listed period.
(1)
For the three months ended December 31, 2025, the Common Stock issued for cash was as follows:
SCHEDULE
OF COMMON SHARES ISSUED
| Date | |
Transaction type | |
Description | |
Shares issued | | |
Cash/consideration ($) | |
| | |
| |
| |
| | |
| |
| August 21, 2025 | |
Convertible Note Purchase Agreement
(From 8-K filed August 26, 2025, Form 8-K filed on November 12, 2025) | |
On August 21, 2025, the Company entered into a $4,000,000 convertible bond purchase agreement with certain non-U.S. investors. The notes are convertible into shares of the Company’s Common Stock at a conversion price of $0.24 per share.
On September 9, 2025, the Company issued 8,333,333 shares.
On October 30, 2025, the Company issued the remaining 8,333,333 shares. | |
| 8,333,333 | | |
$ | 2,000,000 | |
| Total (Pre-Reverse Stock Split) | |
| 8,333,333 | | |
| 2,000,000 | |
| Total (Post-Reverse Stock Split) | |
| 416,667 | | |
| 2,000,000 | |
(2)
For the three months ended December 31, 2025, the issuance of Common Stock due to the Common Stock compensation was as follows:
| Date | |
Transaction type | |
Description | |
Shares issued | | |
Cash/consideration ($) | |
| | |
| |
| |
| | |
| |
| November 21, 2025. | |
2025 Equity Incentive Plan
(From S-8 filed November 21, 2025) | |
Issued under the Company’s
Registration Statement on Form S-8, which registers (i) 7,279,400
shares of the Company’s Common Stock issuable under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”),
and (ii) 38,000,000
shares of Common Stock issuable under the Company’s 2026 Equity Incentive Plan (the “2026 Plan”). | |
| 7,279,400 | | |
| 1,163,976 | |
| Total (Pre-Reverse Stock Split) | |
| 7,279,400 | | |
| 1,163,976 | |
| Total (Post-Reverse Stock Split) | |
| 363,970 | | |
| 1,163,976 | |
(3)
For the three months ended December 31, 2025, the issuance of Common Stock
due to the private placement was as follows:
| Date | |
Transaction type | |
Description | |
Shares issued | | |
Cash/consideration ($) | |
| | |
| |
| |
| | |
| |
| August 25, 2025* | |
Securities Purchase Agreement
(Form 8-K filed on August 27, 2025, Form 8-K/A filed on September 2, 2025) | |
On August 25, 2025, the Company entered into a securities purchase agreement with certain non-U.S. investors for total consideration of $55,000,000, payable in Bitcoin, at a purchase price of $0.25 per share. The agreement provides for the issuance of up to 220,000,000 shares of Common Stock through a private placement, of which 148,100,000 shares, representing $37,025,000 of consideration, were issued during the period.
On September 2, 2025, the Company issued 148,100,000 shares of Common Stock to certain non-U.S. investors.
On October 29, 2025, the Company issued the remaining 71,900,000 shares. | |
| 71,900,000 | | |
| 16,177,500 | |
| Total (Pre-Reverse Stock Split) | |
| 71,900,000 | | |
| 16,177,500 | |
| Total (Post-Reverse Stock Split) | |
| 3,595,000 | | |
| 16,177,500 | |
Restricted
Stock Awards
For
the three months ended December 31, 2025, the Company did not grant any restricted stock awards.
Grants
to Independent Directors
No
restricted stock awards were granted to the Company’s independent board members during the three months ended December 31, 2025.
Forfeiture
of Restricted Shares
For
the three months ended December 31, 2025, no restricted stock awards were forfeited.
Common
Stock Issued for Services
The
Company did not issue any shares of Common Stock in exchange for services during the three months ended December 31, 2025.
Exercise
of Stock Options
No
stock options were exercised during the three months ended December 31, 2025.
|