v3.26.1
ISSUANCE OF EQUITY SECURITIES
6 Months Ended
Mar. 31, 2026
Investments, Debt and Equity Securities [Abstract]  
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 six months ended March 31, 2026, the Common Stock issued for cash was as follows:

  

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 to these investors.

 

On October 30, 2025, the Company issued the remaining 8,333,333 shares.

   8,333,333   $2,000,000 
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 to these investors.

 

On October 30, 2025, the Company issued the remaining 8,333,333 shares to these investors.

   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 six months ended March 31, 2026, 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 six months ended March 31, 2026, 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

 

On February 27, 2026, the Company entered into an Amended and Restated Equity Transfer Agreement (the “A&R Equity Transfer Agreement”) with DZR Tech Limited, a Hong Kong company and a wholly owned subsidiary of the Company (the “Purchaser”), Shelei Jiang, a Chinese individual (the “Seller”), and Daren Business Technology Limited, a company incorporated under the laws of the British Virgin Islands (the “Target”). The A&R Equity Transfer Agreement amended and restated in its entirety that certain Equity Transfer Agreement, dated February 11, 2026, by and between the Seller and the Purchaser. Pursuant to the A&R Equity Transfer Agreement, the Seller will sell to the Purchaser 100 ordinary shares of the Target, representing 100% of the issued and outstanding ordinary shares of the Target, for a purchase price of zero cash consideration (the “Acquisition”). On March 10, 2026, the Company and each of Dundas Technology Limited and Kellyview Investment Limited, each a Hong Kong company and a designee of the Seller pursuant to the terms of the A&R Equity Transfer Agreement, entered into a separate performance share issuance agreement, pursuant to which the Company shall issue to Dundas Technology Limited and Kellyview Investment Limited, on or before April 10, 2026, in the aggregate up to 74,487,896 shares of the Company’s Common Stock, par value $0.00001 per share (the “Award Shares”), with one-half of the Award Shares to be issued to Dundas Technology Limited and one-half to Kellyview Investment Limited, as a post-closing, performance-based equity award with respect to the Target. On March 12, 2026, the Company issued 37,243,948 shares of Common Stock to Dundas Technology Limited and 37,243,948 shares of Common Stock to Kellyview Investment Limited. Such shares will be subject to transfer restrictions and will be eligible for leak-out in installments only upon the achievement of specified audited revenue targets of the Target during performance periods beginning on April 1, 2026 and ending on September 30, 2029. The revenue targets are denominated in Renminbi and increase over successive performance periods. Any such shares that are not eligible to leak out on or prior to the applicable deadline set forth in the performance share issuance agreements shall be forfeited and cancelled for no consideration.

 

Grants to Independent Directors

 

No restricted stock awards were granted to the Company’s independent board members during the six months ended March 31, 2026.

 

Forfeiture of Restricted Shares

 

For the six months ended March 31, 2026, 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 six months ended March 31, 2026.

 

Exercise of Stock Options

 

No stock options were exercised during the six months ended March 31, 2026.