EQUITY |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EQUITY | NOTE 7 — EQUITY
A) Shares Issued for Service Agreements
On December 22, 2025, the Company issued 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 $ 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.
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 nine months ended June 30, 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 June 30, 2026, and September 30, 2025, the Company had and 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. The Company consummated its IPO on April 11, 2025, with the issuance of shares of Common Stock at a public offering price of $ per share, generating gross proceeds of $7,740,000. In connection with the IPO, the Company granted the underwriters an overallotment option to purchase up to 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) ATM Facility
On June 25, 2026, the Company entered into an At-The-Market Issuance Sales Agreement (“Sales Agreement”) with Rodman & Renshaw LLC (“Rodman” or the “Sales Agent”) pursuant to which, the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, $ par value per share, up to $10,998,532 through the Sales Agent. The offer and sale of the shares will be made pursuant to a previously filed shelf registration statement on Form S-3 (File No. 333-296182), originally filed with the SEC on May 22, 2026 and declared effective by the SEC on June 2, 2026, and the related prospectus supplement dated June 2, 2026 and filed with the SEC on such date pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
Under the Sales Agreement, Rodman may sell shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. Rodman will use commercially reasonable efforts to sell the shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company agreed to pay Rodman a commission upto 3.0% of the gross proceeds from the sales of shares sold under the Sales Agreement and has provided the Sales Agent with customary indemnification and contribution rights. The Company also agreed to reimburse Rodman for certain expenses incurred in connection with the Sales Agreement. The Company and Rodman may each terminate the Sales Agreement at any time upon specified prior written notice.
The Company has evaluated the Sales Agreement and the shares issued thereunder in accordance with applicable accounting guidance. The Company determined that the Sales Agreement is not within the scope of ASC 480, Distinguishing Liabilities from Equity, as it does not embody an unconditional obligation to repurchase the Company’s equity shares, an obligation to settle by transferring assets, or an obligation to issue a variable number of shares for a fixed monetary amount. The Sales Agreement was further evaluated under ASC 815, Derivatives and Hedging, and ASC 815-40, Contracts in an Entity’s Own Equity. The Company concluded that the Sales Agreement is not a derivative instrument and does not contain any features that require bifurcation as embedded derivatives. The Sales Agreement is indexed to the Company’s own equity and satisfies all conditions for equity classification under ASC 815-40. Accordingly, the shares issued under the Sales Agreement are classified as permanent equity in the accompanying condensed consolidated balance sheets, and no derivative liability has been recognized in connection with the Sales Agreement.
For the three and nine months ended June 30, 2026, the amount of proceeds generated from the sale of common stock under the Sales Agreement was $10,674 from the sale of .
E) 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 % 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: %; expected life of warrants: years; estimated volatility: %; dividend rate: %).
A
summary of the warrants’ movement schedule is as follows:
The Company issued underwriter warrants with an exercise price of $4.30 per share that were exercised on a cashless basis to purchase 18,332 Common Stock.
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