| 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 $0.00001 per share. This reverse stock split has reduced the number of shares of Common Stock as of
September 30, 2025 from 196,514,084 shares to 9,825,704 shares, and corresponding retroactive adjustments have been made to all the data
for the listed period.
(1)
For the six months ended March 31, 2026, the Common Stock issued for cash was as follows:
SCHEDULE
OF COMMON SHARES ISSUED
| Date | |
Transaction type | |
Description | |
Shares issued | | |
Cash/consideration ($) | |
| | |
| |
| |
| | |
| |
| 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 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.
|
8.
ISSUANCE OF EQUITY SECURITIES
During the year ended September 30, 2025, the Company issued 1,459,388 shares of common stock for cash, 50,000 shares pursuant to the
2024 Equity Incentive Plan, 7,880,438 shares in private placement transactions, and 184,167 shares as consideration in connection with
the acquisition of a subsidiary.
On December 5, 2025, the Company effected a 1-for-20 reverse stock split (the “Reverse Split”) of its issued and outstanding
shares of common stock, par value $0.00001 per share. As a result of the Reverse Split, the number of issued and outstanding shares of
common stock was reduced from 196,514,084 shares to approximately 9,825,704 shares as of September 30, 2025.
(1)
As of September 30, 2025, the common stock issued for cash are as follows:
SCHEDULE
OF COMMON SHARES ISSUED
| Date | |
Transaction type | |
Description | |
Shares issued | | |
Cash/consideration ($) | |
| | |
| |
| |
| | |
| |
| August 20, 2024 | |
Convertible Note Purchase Agreement
(Form 8-K filed on August 26, 2024, September 6, 2024, September 10, 2024 and Form S-1 filed on November 29, 2024) | |
On October 31, 2024, all the August 2024 Notes Investors converted their August Notes to shares of Common Stock. As a result of such conversions of the August Notes, we issued an aggregate of 1,396,813 shares of Common Stock to the August Notes Investors.
1,396,813 shares of Common Stock has been issued and registered under Form S-1 filed on November 29, 2024. | |
| 1,396,813 | | |
| 1,382,844 | |
| December 12, 2024 | |
Convertible Note and Warrant Purchase Agreement
(Form 8-K filed on December 17, 2024, Form 8-K/A filed on January 23, 2025, Form 8-K filed on April 3, 2025) | |
Pursuant to the note and warrant financing, the Company issued notes with aggregate proceeds of $9,999,224,
convertible into up to 19,457,618
shares of common stock, subject to stockholder approval.
The closings of the sale of the notes and warrants occurred
on January 16, 2025 and January 17, 2025.
On February 10, 2025, the Company obtained stockholder approval for the
issuance of shares underlying the notes and warrants.
On March 18, 2025, the investors submitted their respective conversion
notices, upon which the Company issued 19,457,618
shares of common stock to the investors. | |
| 19,457,618 | | |
| 9,999,224 | |
| 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.
During the period ended September 30, 2025, the Company recognized $1,999,962, representing the conversion of the notes into 8,333,333 shares of common stock.
On October 30, 2025, the Company issued the remaining 8,333,333 shares. The issuance of these shares occurred subsequent to September 30, 2025 and is therefore not reflected in the consolidated balance sheet as of that date, but is disclosed as a subsequent event. | |
| 8,333,333 | | |
$ | 1,999,962 | |
| Total (Pre-Reverse Stock Split) | |
| 29,187,764 | | |
| 13,382,030 | |
| Total (Post-Reverse Stock Split) | |
| 1,459,388 | | |
| 13,382,030 | |
(2)
As of September 30, 2025, the issuance of common stocks due to the common stock compensation is as follows:
| Date | |
Transaction type | |
Description | |
Shares issued | | |
Cash/consideration ($) | |
| | |
| |
| |
| | |
| |
| December 6, 2025. | |
2024 Equity Incentive Plan
(From S-8 filed December 6, 2025) | |
The Company granted an aggregate of 1,000,000 shares of common stock to its employees under the equity incentive plan, with 800,000 shares granted on December 24, 2024 and 200,000 shares granted on April 22, 2025, for total compensation cost of $641,879.
1,000,000 shares of common stock were registered pursuant to a Form S-8 filed on December 6, 2025. | |
| 1,000,000 | | |
| 641,879 | |
| Total (Pre-Reverse Stock Split) | |
| 1,000,000 | | |
| 641,879 | |
| Total (Post-Reverse Stock Split) | |
| 50,000 | | |
| 641,879 | |
(3)
As of September 30, 2025, the issued private placement are as follows:
| Date | |
Transaction type | |
Description | |
Shares issued | | |
Cash/consideration ($) | |
| | |
| |
| |
| | |
| |
| September 24, 2024 | |
Purchase Agreement
(Form 8-K filed on September 20, 2024 and Form S-1 filed on November 29, 2024) | |
$1,999,999 for 3,508,769 shares of Common Stock.
3,508,769 shares of common stock were issued and registered pursuant to a Form S-1 filed on November 29, 2024. | |
| 3,508,769 | | |
| 1,999,999 | |
| June 2, 2025 | |
Share Purchase Agreement
(Form 8-K filed on June 5, 2025 and June 10, 2025) | |
$1,067,944 for 6,000,000 shares of common stock.
The closing of the sale of 6,000,000 shares of common stock occurred on June 9, 2025, and the shares were issued on that date. | |
| 6,000,000 | | |
| 1,067,944 | |
| 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. The issuance of the remaining 71,900,000
shares is subject to stockholder approval. | |
| 148,100,000 | | |
| 33,322,500 | |
| Total (Pre-Reverse Stock Split) | |
| 157,608,769 | | |
| 36,390,443 | |
| Total (Post-Reverse Stock Split) | |
| 7,880,438 | | |
| 36,390,443 | |
| * | On
July 1, 2025, the Company entered into a consulting agreement with a consulting firm providing
for total professional fees of $5.5
million
in connection with the Company’s August 25, 2025 financing transaction. The consulting
fee was payable in shares of the Company’s common stock. Due
to insufficient authorized shares at the transaction date, only 148,100,000 shares were issued
on a pro rata basis, with the remaining 71,900,000 shares subject to stockholder approval
to increase authorized share capital. Of the total $5.5 million consulting fee, $3,702,500
representing the portion attributable to shares issued as of September 30, 2025 was recorded
as a reduction to additional paid-in capital (APIC). The remaining $1,797,500, attributable
to shares not yet issued, was recorded as Other current assets – deferred equity issuance
costs. |
(4)
As of September 30, 2025, the issuance of common stocks due to the acquisition of subsidiary is as follows:
| Date | |
Transaction type | |
Description | |
Shares issued | | |
Cash/consideration ($) | |
| | |
| |
| |
| | |
| |
| August 1, 2025 | |
Business Cooperation Intent Agreement
(Form 8-K filed on August 26, 2025) | |
$856,745 for 3,683,333 shares of common stock.
On August 1, 2025, the Company acquired 51% of the shares of Shenzhen Zhimeng Qiyang Technology Co., Ltd.
On September 29, 2025, the business registration in China was completed. | |
| 3,683,333 | | |
| 856,745 | |
| Total (Pre-Reverse Stock Split) | |
| 3,683,333 | | |
| 856,745 | |
| Total (Post-Reverse Stock Split) | |
| 184,167 | | |
| 856,745 | |
Restricted Stock Awards
During the year ended September 30, 2025,
the Company did not grant any restricted stock awards.
The Company recognized share-based compensation
expense of $641,879 and nil for the fiscal years ended September 30, 2025, and September 30, 2024, respectively.
Grants to Independent Directors
No restricted stock awards were granted
to the Company’s independent board members during the year ended September 30, 2025.
Forfeiture of Restricted Shares
During the year ended September 30, 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 year ended September 30, 2025.
Exercise of Stock Options
No stock options were exercised during the year ended September 30, 2025.
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