Note 10 – Stock-Based Compensation

Stock options

On July 29, 2025, the Company adopted the 2025 Equity Incentive Plan (“2025 Plan”) with a contractual term of ten years which provides for the granting of stock options to the Company’s employees, officers, directors and consultants to purchase shares of the Company’s common stock in order to attract and retain qualified personnel, directors and consultants and align their interests with those of the Company’s shareholders. The Board of Directors of the Company approved the 2025 Plan on July 29, 2025 and August 13, 2025, respectively. Pursuant to the 2025 Plan, the Company may grant up to an aggregate of 1,500,000 stock options. Each stock option is exercisable for one share of common stock.

A total of 1,420,000 stock options were granted to the directors of the Company, of which 750,000 stock options at an exercise price of $1 and 670,000 stock options at an exercise price of $1.25 and have a contractual term of ten years from the date of grant. A total of 80,000 stock options were granted to the employees and consultants of the Company at an exercise price of $1.25 and have a contractual term of ten years from the date of grant. All of the stock options shall vest at the date of grant.

During the year ended December 31, 2025, 34,527 and 10,473 stock options were exercised and forfeited respectively and the outstanding balance was 1,455,000 as of December 31, 2025.

The following table summarizes the Company’s activity with respect to its stock options under the 2025 Plan for the three months ended March 31, 2026:

 Schedule of Stock Options Activity

The fair value of options is estimated on the date of grant using the Binomial Option Pricing Model using the assumptions noted in the table below. The fair value assessment is based on the valuation performed by an independent third-party valuer. The fair value of stock options at the grant date was fully charged to the consolidated statements of operations under salaries and benefits at the date of grant.

The significant inputs and parameters were adopted in the Binomial Option Pricing Model were shown below:

 Schedule of Fair Value of Each Option Award Estimated Assumption

On January 29, 2026, the Company granted Mr. Matthew Saker 150,000 shares of restricted shares of common stock as direct compensation for his services as interim chief executive officer and granted each of Mr. Christopher Schraft, Mr. Vuk Jeremic and Ms. Xinyue Jasmine Geffner 50,000 restricted shares of common stock as direct compensation for their services as independent directors. In addition, on March 1, 2026, the Company granted a consultant 200,000 restricted shares of common stock (100,000 upon execution, 100,000 on the first anniversary, subject to no earlier termination for cause), as equity compensation in accordance with a consulting services agreement for investor relations. As a result, share-based compensation of $1,434,750 and $nil was recognized in the consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively. Of the $1,434,750 share-based compensation recognized for the three months ended March 31, 2026, approximately $996,000 was included in salaries and benefits related to restricted shares issued to directors and officers, and $438,750 was included in other general and administrative expenses related to restricted shares issued to a consultant.