v3.26.1
ISSUANCE OF EQUITY SECURITIES
9 Months Ended
Jun. 30, 2026
Investments, Debt and Equity Securities [Abstract]  
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 nine months ended June 30, 2026, the Common Stock issued for cash was as follows:

 

Date  Transaction type  Description  Shares issued   Cash/consideration ($) 
               
February 11, 2026  Convertible Note Purchase Agreement
(From 8-K filed February 17, 2026, Form 8-K filed on March 25, 2026)
  On February 11, 2026, the Company entered into a convertible note and warrant purchase agreement with certain investors, pursuant to which the Company issued warrants to purchase shares of Common Stock. On February 13, 2026, the Company completed the initial closing and issued Notes in the aggregate principal amount of $1,600,000 to these investors.
 
On May 30, 2026, the Company issued the 16,329,776 shares to these investors.
   16,329,776   $1,632,976 
      Total   16,329,776    1,632,976 

 

(2) For the nine months ended June 30, 2026, the Common stock compensation was as follows:

 

Date   Transaction type   Description   Shares issued     Cash/consideration ($)  
                     
November 21, 2025.   2026 Equity Incentive Plan

(From S-8 filed November 21, 2025)
 

Issued under the Company’s Registration Statement on Form S-8, which registers 38,000,000 shares of Common Stock issuable under the Company’s 2026 Equity Incentive Plan (the “2026 Plan”).

 


On June 5, 2026, all shares under the 2026 Equity Incentive Plan have been granted.

    38,000,000     $ 368,600  
        Total     38,000,000       368,600  

 

(3) For the nine months ended June 30, 2026, the issuance due to the private placement was as follows:

 

Date  Transaction type  Description  Shares issued   Cash/consideration ($) 
               
June 23, 2026  Securities Purchase Agreement
(Form 8-K filed on June 23, 2026)
  On June 17, 2026, the Company entered into securities purchase agreements with certain non-U.S. investors, pursuant to which the Company agreed to issue and sell, in one or more closings, units of the Company’s securities (the “Units”), with each Unit consisting of one share of the Company’s common stock, par value $0.00001 per share, and one warrant to purchase one share of Common Stock, at a purchase price of $0.015 per Unit.
 
On June 22, 2026, the Company issued an aggregate of 900,000,000 shares of Common Stock.
   900,000,000   $13,500,000 
      Total   900,000,000    13,500,000 

 

 

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 nine months ended June 30, 2026.

 

Forfeiture of Restricted Shares

 

For the nine months ended June 30, 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 nine months ended June 30, 2026.

 

Exercise of Stock Options and Warrants

 

No stock options were exercised during the nine months ended June 30, 2026.

 

For additional information regarding the warrants and the shares of Common Stock issued upon exercise thereof, see Note 9—Stock Options and Warrants.