STOCKHOLDERS’ EQUITY |
6 Months Ended | ||
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Jun. 30, 2026 | |||
| Equity [Abstract] | |||
| STOCKHOLDERS’ EQUITY |
(A) Common Stock and Series A Convertible Preferred Shares
On February 9, 2025, the authorized capital stock was increased to Four Billion Ten Million (4,010,000,000) shares, consisting of (a) Four Billion () shares of common stock, par value $ per share and (b) Ten Million () shares of preferred stock, par value $ per share, issuable in one or more series as hereinafter provided.
On October 20, 2025, the authorized capital stock was further increased to Six Billion Ten Million (6,010,000,000) shares, consisting of (a) Six Billion () shares of common stock, par value $ per share and (b) Ten Million () shares of preferred stock, par value $ per share, issuable in one or more series as hereinafter provided.
Common Stock
The number of authorized common stock is Six Billion () Shares. Issued and Outstanding as of June 30, 2026 and December 31, 2025 were . The shares were issued under Rule 144 of the Securities and Exchange act.
On March 28, 2025, the Company entered into a share exchange agreement with all shareholders of the ModuLink Investment Limited (“MIL”). Under the terms of the agreement, the Company will acquire 100% of the issued and outstanding shares of MIL by issuing a total of shares of MDLK common stock at a valuation of $ per share to the shareholders of MIL on a pro-rata basis, representing an aggregate valuation of approximately $8,013,000. The transaction was consummated on May 1, 2025 and MIL became a 100% owned subsidiary of the Company. The board of directors have approved the issuance of shares which were issued on May 30, 2025.
As the Share Exchange between the Company and MIL was a merger of entities under common control and accounted for as a reverse recapitalization, the common stock has been retrospectively restated to reflect the issuance of 2,356,712,066 shares of MDLK common stock for all periods presented.
Series A Convertible Preferred Shares
The number of authorized Series A Convertible Preferred is Five Hundred Thousand () Shares. Shares Issued and Outstanding as of June 30, 2026 and December 31, 2025 were and shares, respectively. Each holder of Series A Convertible Preferred Shares is entitled to vote together with holders of the common stock with each one Series A Convertible Preferred A Share voting as twenty thousand shares of Common Stock. Similarly, each one share of Series A Convertible Preferred Share is convertible into twenty thousand shares of Common Stock.
On February 7, 2025, the Board changed the name of the Preferred A Stock to “the Series A Convertible Preferred” stock. The Series A Convertible Preferred Stock has a par value of $ and authorized shares, of which are issued and outstanding.
Currently, holders of Series A Convertible Preferred Stock are: (i) entitled to receive dividends or other distributions and rank prior to the Company’s Common Stock as to distribution of assets upon liquidation, dissolution; (ii) entitled to vote on all matters submitted to a vote of the shareholders together with the Common Stock holders with each one share of Series A Convertible Preferred Stock having 20,000 votes; (iii) entitled to convert Series A Preferred Stock into shares of Common Stock with each one share of Series A Convertible Preferred Stock be converted to 20,000 shares of Common Stock.
On January 26, 2026, the Company entered into a definitive Share Purchase Agreement to acquire a 60% equity interest in ASA Robotics Limited (“ASA Robotics”), a Hong Kong-based robotics and intelligent automation company. On April 23, 2026, the Company completed the acquisition pursuant to the terms of the Share Purchase Agreement. As consideration for the acquisition, the Company issued shares of its preferred stock at approximately US$ per share, representing aggregate consideration of approximately HKD 5,000,000 (approximately USD 641,026) payable to the selling shareholder. Following completion of the transaction, ASA Robotics became a majority-owned subsidiary of the Company.
On May 5, 2026, the Company entered into securities purchase agreements with three investors in connection with the initial closing of a private placement offering of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Company may offer up to an aggregate of shares of Series A Preferred Stock in the offering for aggregate gross proceeds of up to approximately USD 1,000,000, if fully subscribed. As of the date of this Quarterly Report, the Company received aggregate gross proceeds of approximately USD 300,000 from the sale of shares of Series A Preferred Stock at a purchase price of USD per share. Each share of Series A Preferred Stock is convertible into shares of the Company’s common stock, representing an initial conversion price of USD 0.004 per share of common stock, subject to customary anti-dilution adjustments, including stock splits, stock dividends, combinations, reclassifications, and similar recapitalization events. The Series A Preferred Stock is convertible at the option of the holder following the earlier of (i) six months from the date of issuance or (ii) the occurrence of a qualified liquidity event, as defined in the transaction documents. The Series A Preferred Stock votes together with the Company’s common stock on an as-converted basis, except as otherwise required by law. Dividends on the Series A Preferred Stock are non-cumulative and payable only if and when declared by the Company’s Board of Directors.
(B) Dividends
The Company has not declared any dividends since incorporation.
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