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SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

 

NOTE 24 SUBSEQUENT EVENTS

 

Except as disclosed below, the Company has evaluated all transactions and events after the balance sheet date and has determined that no additional disclosures are required.

 

Acquisition of ASA Robotics Limited

 

On January 26, 2026, the Company entered into a definitive Share Purchase Agreement to acquire a 60% equity interest in ASA Robotics Limited (“ASA Robotics”), a Hong Kong-based robotics and intelligent automation company. On April 23, 2026, the Company completed the acquisition pursuant to the terms of the Share Purchase Agreement. As consideration for the acquisition, the Company issued 6,500 shares of its preferred stock at approximately US$98.62 per share, representing aggregate consideration of approximately HKD 5,000,000 (approximately USD 641,026) payable to the selling shareholder. Following completion of the transaction, ASA Robotics became a majority-owned subsidiary of the Company.

 

Private Placement Financing

 

On May 5, 2026, the Company entered into securities purchase agreements with three investors in connection with the initial closing of a private placement offering of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Company may offer up to an aggregate of 12,500 shares of Series A Preferred Stock in the offering for aggregate gross proceeds of up to approximately USD 1,000,000, if fully subscribed.

 

As of the date of this Quarterly Report, the Company received aggregate gross proceeds of approximately USD 300,000 from the sale of 3,750 shares of Series A Preferred Stock at a purchase price of USD 80.00 per share. Each share of Series A Preferred Stock is convertible into 20,000 shares of the Company’s common stock, representing an initial conversion price of USD 0.004 per share of common stock, subject to customary anti-dilution adjustments, including stock splits, stock dividends, combinations, reclassifications, and similar recapitalization events.

 

The Series A Preferred Stock is convertible at the option of the holder following the earlier of (i) six months from the date of issuance or (ii) the occurrence of a qualified liquidity event, as defined in the transaction documents. The Series A Preferred Stock votes together with the Company’s common stock on an as-converted basis, except as otherwise required by law. Dividends on the Series A Preferred Stock are non-cumulative and payable only if and when declared by the Company’s Board of Directors.