v3.26.1
Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
EQUITY

12. EQUITY

  

Stock-Based Compensation and Payments

 

The Company has entered several agreements with its landlord in California, which both parties agreed that the Company issues its common stocks in lieu of cash for certain months of rent.

 

Shares-based compensations for the three months ended June 30, 2026 and 2025 consist approximately of:

 

    Three Months Ended
June 30, 2026		     Three Months Ended
June 30, 2025		  
    Shares
issued		     Compensation amount     Shares
issued		     Compensation amount  
Rent     102,448       114,307       179,806       133,185  
Employee compensation     -       -       90,277       94,791  
Restricted shares to advisors and consultant     4,486       4,734       -       -  
Common stocks to advisors and consultants     300,000       388,000       518,471       454,369  
Total share-based compensation     406,934       507,041       788,554       682,345  

 

Shares-based compensations for the six months ended June 30, 2026 and 2025 consist approximately of:

 

    Six Months Ended
June 30, 2026		     Six Months Ended
June 30, 2025		  
    Shares
issued		     Compensation amount     Shares
issued		     Compensation amount  
Rent     162,453       220,594       260,460       181,956  
Employee compensation     69,171       69,171       90,277       94,792  
Restricted shares to advisors and consultant     106,501       203,150       -       -  
Common stocks to advisors and consultants     550,000       801,500       518,471       454,370  
Total share-based compensation     888,125       1,294,415       869,208       731,118  

 

Stock to be issued

 

In 2024, the Company received $31,040 from an investor to subscribe 41,387 shares of the Company’s common stock. These stocks are not issued as of June 30, 2025 due to certain transfer process is uncompleted.

 

During the six months ended June 30, 2025, the Company conducted several private offerings of its common stock to several individual investors, and issued 2,566,557 unregistered shares at $0.60 to $1.30 per share, raising a total of $1,868,750. Among these offerings, 130,771 shares are yet to be issued as of June 30, 2025 but issued on July 11, 2025, accounted for $170,000 fund raised.

 

In April 2025, the Company issued 518,471 shares of common stock to various business consultants for financial and business advisory services, for the consideration of $454,370. In May and June 2025, the Company incurred $721,559 consulting service charges to be paid with 792,362 shares of the Company’s common stock. As of June 30, 2025, above 792,362 shares are not yet issued.

 

During the six months ended June 30, 2025, the Company compensated an employee with 250,000 shares of the Company’s common stocks amounting to $262,500 for her additional services. 159,723 shares amounted to $167,709 was not issued as of June 30, 2025, and 59,723 shares were issued in July 2025.

 

In March 2026, the Company received $63,492 from an investor to subscribe 45,351 shares of the company’s common stock. The shares were issued in April 2026 due to administrative process.

 

In November and December 2025, the Company compensated an employee by 100,000 shares of the Company’s common stocks amounting to $254,000 for her additional services. These shares were not issued as of December 31, 2025 and were canceled in May 2025.

 

Noncontrolling Interests

 

On March 14, 2024, AiBtl issued 1,610,700 AiBtl’s common stocks to a land acquisition transaction in Taiwan, including the 1-year business consulting fee of $383,500 incurred beginning in November 2023, and the cost of land $7,670,000. The land will be used for developing health related businesses. However, upon the closing of the transaction, both parties are aware of such Taiwan’s legal restrictions prohibiting foreign entities directly owning farmland. In August 2024, the Company incorporated a controlling subsidiary, Yunzhiyi, to hold the title of the land upon government’s approval. On March 31, 2025, AiBtl and the landowners executed the Nominee Holding Agreement, Land Lease Agreement, and Consulting Agreement, under the witness of and confirmed by a legal counsel in Taiwan, in which the landowners unconditionally grant the full legal rights to the land to AiBtl before the completion of the title transfer. These agreements are effective until the title transfer is completed. Based on the execution of the agreement, AiBtl recognized $7,670,000 ($5 per share of AiBtl’s common stock) of land on its balance sheet.

 

The Company applied a valuation agent to value the land, applying the observable market quote.

 

To further secure the ownership of land, the board of AiBtl authorized Ms. Jiang in June 2025 to temporarily hold the land title until the administrative procedures are finalized. The title was transferred to Ms. Jiang later that month. During the transaction, AiBtl paid $5,794 for government review and recorded in acquisition costs.

 

On May 15, 2026, the Ministry of Agriculture of Taiwan issued an approval letter permitting Yunzhiyi to acquire the five farmland plots comprising the Taiwan Land for use in agricultural crop cultivation. This approval letter also serves as proof for Yunzhiyi’s application for registration of the transfer of ownership of the Taiwan Land, and is valid for one year from the date of issuance. On July 20, 2026, Yunzhiyi completed the ownership transfer registration of the Taiwan Land with the Puli Land Office, Nantou County, and the land ownership certificates for all five parcels have been duly issued.

 

Lind Offerings and Repayments

 

On March 3, 2025 and April 1, 2025, Lind converted the remaining $400,000 ($200,000 in each conversion) principal balance on 2nd Lind Note into 400,000 shares of the Company’s common stocks. All principal balance of 2nd Lind Note was fully converted as of April 1, 2025.

 

On March 3, 2025 and April 1, 2025, May 14, 2025, and June 5, 2025, Lind converted $800,000 ($200,000 in each conversion) principal balance on 3rd Lind Note into 800,000 shares of the Company’s common stocks, leaving outstanding principal of $200,000 as of June 30, 2025.

 

On July 9, 2025, Lind converted the remaining $200,000 outstanding 3rd Lind Note to the Company’s common stocks.