NOTE 6 — EQUITY

A) Shares Issued for Service Agreements

On December 22, 2025, the Company issued 25,125 shares of Common Stock to certain non-employees, specifically the sellers of the Coinstack assets, in consideration for services to be provided under a transition services agreement entered in connection with the asset acquisition. The shares were issued at a fair value of $5.97 per share, resulting in an aggregate fair value of $150,000. The transaction has been accounted for as an equity-settled share-based payment. The expense relating to the services received is recognized over the period during which the services are rendered. The fair value of the services received is measured by reference to the fair value of the equity instruments issued.

No shares were issued for Service Agreement for the year ended September 30, 2025.

The Company did not conduct any private placements during the three and six months ended March 31, 2026.

B) Reverse Stock Split

On January 15, 2025, the Company’s board of directors approved a share consolidation of the Company’s common shares at a ratio of 1.2-for-1 reverse split, effective on January 15, 2025. As a result of the share consolidation, every 1.2 common shares outstanding is automatically combined and converted into 1 issued and outstanding common share, without any action required from shareholders. The par value and the authorized number of common shares remained unchanged.

All share and per-share information included in the unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted for the 1.2-for-1 reverse split occurred on the first day of the first period presented.

As of March 31, 2026, and September 30, 2025, the Company had 12,144,730 and 12,101,273 shares of Common Stock issued and outstanding, respectively.

C) IPO

The registration statement for the Company’s IPO was declared effective on April 9, 2025. We consummated our IPO on April 11, 2025, with the issuance of 1,800,000 shares of Common Stock at a public offering price of $4.30 per share, generating gross proceeds of $7,740,000. In connection with the IPO, we granted the underwriters an over-allotment option to purchase up to 270,000 additional shares of Common Stock at the same public offering price. On April 16, 2025, the IPO Over-Allotment Option was fully exercised, resulting in additional gross proceeds of $1,161,000. With the full exercise of the IPO Over-Allotment Option, the total gross proceeds from the IPO amounted to $8,901,000, before deducting underwriting discounts, commissions, and offering expenses. Total share issuance cost incurred for same is $1,661,437.

D) Underwriters’ Warrants

In connection with the Company’s IPO and the IPO Over-Allotment Option, the Company issued to the representatives of the underwriters, or their permitted designees, warrants (the “Underwriters’ Warrants”) to purchase 144,900 shares of Common Stock (representing 7% of the total shares sold in the offering) at an exercise price of $4.30 per share (the public offering price). The Underwriters’ Warrants become exercisable 180 days after the IPO closing date and have a term of five (5) years from the commencement of sales of the securities in the offering. The issuance of these warrants represented additional compensation to the underwriters for services rendered in connection with the IPO.

The Company performs an assessment of Underwriters’ Warrants upon issuance to determine their proper classification in the financial statements based on the warrant’s specific terms, in accordance with the authoritative guidance provided in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity, and ASC 815 Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480 and whether they meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require cash settlement of the warrants.

The Company has concluded that the Underwriters’ Warrants are equity classified.

Accordingly, the Underwriter Warrants were recorded within stockholders’ equity in additional paid-in capital (“APIC”). However, as the warrants are incremental and directly attributable to the IPO, the Company recorded the fair value of the Underwriter Warrants as an equity issuance cost as a reduction of APIC. As the result, no net impact to total APIC.

The Underwriters’ Warrants were valued at $302,751 based on a Black-Scholes valuation with the following assumptions (Risk-free interest rate: 4.30%; expected life of warrants: 5 years; estimated volatility: 50%; dividend rate: 0%).

A summary of the warrants’ movement schedule is as follows:

SCHEDULE OF WARRANT ACTIVITY 

The Company issued 72,450 underwriter warrants with an exercise price of $4.30 per share that were exercised on a cashless basis to purchase 18,332 Common Stock.