Equity |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity | Note 11 – Equity
Reverse Stock Split
At the Company’s annual shareholder meeting held on December 31, 2025, the Company’s shareholders approved a reverse stock split of the authorized and unauthorized capital stock of the Company, at a ratio ranging between 1-for-2 and 1-for-250, with the exact ratio to be determined by the board of directors of the Company (the “Board”) in its sole discretion, to be effected at any time prior to the one-year anniversary of the date of such stockholders’ approval.
On June 16, 2026, The Board approved effecting a 1-for-250 reverse stock split and authorized the filing of a Certificate of Change with the Secretary of State of Nevada. The Reverse Split became effective in accordance with the terms of the Certificate of Change on June 29, 2026. The Certificate of Change did not change the par value of common stock. As a result of the Reverse Split, the reduction in the aggregate par value of the Company’s issued and outstanding common stock was reclassified from common stock to additional paid-in capital. All references in these financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the Reverse Split. The Reverse Split had no impact on the Company’s total stockholders’ equity.
In connection with the Reverse Split, the Company’s outstanding warrants were proportionately adjusted on a 1-for-250 basis. Accordingly, the number of shares of common stock underlying the warrants and the related exercise prices were adjusted to reflect the Reverse Split. Following such adjustments, each warrant continues to be exercisable for one share of the Company’s common stock.
Common Stock
On March 4, 2025, the Company entered into a securities purchase agreement (the “March 2025 Securities Purchase Agreement”) with certain investors for the sale of 4,462 shares of common stock at $224.09 per share (the “March 2025 Offering”), generating net proceeds in the amount of $910,000, after deducting underwriter’s fees of $70,000, equal to seven percent (7%) of the aggregate gross proceeds raised in this Offering and reimbursement of $20,000 for the underwriter’s legal counsel and due diligence analysis expense. The Company used the proceeds from the offering for working capital purposes.
On May 2, 2025, the Company entered into a securities purchase agreement (the “May 2025 Securities Purchase Agreement”) with certain investors for the sale of 4,462 shares of common stock at approximately $131 per share and 37,523 pre-funded warrants (the “May 2025 Pre-Funded Warrants”) at approximately $130.75 per warrant (the “May 2025 Offering”). As of June 30, 2026, the Company received gross proceeds of approximately $4.5 million for subscription of 4,462 shares of its common stock and 29,875 pre-funded warrants. The offering remains ongoing and has not yet been fully completed. Transaction costs incurred through June 30, 2026 included underwriter’s fees of $314,343 and a $20,000 reimbursement for the underwriter’s legal counsel and due diligence expenses. The Company used the proceeds from the offering for working capital purposes.
On April 28, 2025, the Company entered into a software purchase agreement (the “Agreement”) with Gongzheng Xu and Qing Wang, who are unaffiliated with the Company at the time (collectively, the “GXQW”). Pursuant to the Agreement, the Company agreed to purchase and the GXQW agreed to sell all of GXQW’s right, title, and interest in and to the certain software (the “Chat Box”). The purchase price of the software shall be payable in the form of issuance of 9,777 shares of the Company’s common stock. On April 28, 2025, the Company issued 9,777 shares of its common stock to GXQW and the transaction was completed. The Company used the software to develop its AI business.
On September 8, 2025, the Company, Pallas and the Sellers executed the Share Exchange Agreement, pursuant to which, the Sellers wish to sell to the Acquirer, and the Acquirer wishes to purchase from the Sellers, 100% interest in and to the Target Shares. On September 29, 2025, in exchange for the Target Shares, the Company issued an aggregate of 156,757 shares of the Company’s common stock to such Sellers.
On October 24, 2025, the Company entered into securities purchase agreements (the “October 2025 Securities Purchase Agreement”) with certain accredited investor, pursuant to which the Company agreed to issue and sell, in a private placement (the “October 2025 Private Placement”), an aggregate of 5,333 shares of the Company’s common stock at a purchase price of $525 per share, for gross proceeds in the amount of $2,800,000. The Company received net proceeds of approximately $2.5 million after deducting underwriter’s fees of $196,000 and other offering costs of $60,000. The Company used the proceeds from the offering for working capital purposes.
On April 28, 2026, the Company entered into an At-The-Market Issuance Sales Agreement (the “April 2026 Sales Agreement”) with the underwriter, under which the Company may issue and sell from time to time, shares of its common stock, having an aggregate offering price of not more than $300,000,000 through the underwriter (the “April 2026 At-the-Market Offering”). From May to June, 2026, the Company sold 2,882,249 shares of common stock in the April 2026 At-the-Market Offering, at the average offering price of approximately $15.6 per share, for aggregated net proceeds of approximately $42 million, after deducting placement agent fees and the estimated offering expenses payable by the Company. As of June 30, 2026, the Company received approximately $20.2 million under the April 2026 At-the-Market Offering, with the remaining of approximately $21.5 million held in a brokerage account of the underwriter. Immediately subsequent to June 30, 2026, the Company received the $21.5 million proceeds in full from the brokerage account.
On June 24, 2026, the Company entered into a securities purchase agreement (the “June 2026 Purchase Agreement”) with certain institutional investors named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “June 2026 Offering”) of an aggregate of 1,037,206 shares of the Company’s common stock, at a purchase price of $5.25 per share, for gross proceeds in the amount of approximately $5.45 million. The Company expects to receive net proceeds of approximately $4.9 million after deducting underwriter’s fees of $381,173 and other offering costs of $130,000. The Company used the proceeds from the offering for working capital purposes. As of June 30, 2026, the Company fully received the $4.9 million under the June 2026 Offering.
As of June 30, 2026 and December 31, 2025, the total outstanding shares of the Company’s common stock were 4,162,500 and 229,278, respectively.
Warrants
Prefunded Warrants
In connection with the May 2025 Offering, the Company issued 29,875 shares of pre-funded warrants, which is exercisable immediately.
In January 2026, holders of 13,767 May 2025 Pre-Funded Warrants, exercised their options to purchase 13,767 shares of the Company’s common stock.
As of June 30, 2026 and December 31, 2025, 16,108 and 29,875prefunded warrants were outstanding, respectively.
The summary of warrant activities for the six months ended June 30, 2026 were as follows:
The summary of warrant activities for the six months ended June 30, 2025 were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||