On October 13, 2025, the Company filed Amended and Restated Articles of Incorporation which (i) removed the dual class structure of the Company’s common stock and (ii) increased the number of shares of common stock that the Company is authorized to issue to 6,942,000,000 shares. Accordingly, as of June 30, 2026, the Company’s authorized capital stock consists of 6,942,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $0.0001 per share. In connection with this change, all shares of the Company’s class B common stock were reclassified as common stock. Accordingly, all references herein to “common stock” issued prior to October 13, 2025 are to the Company’s prior class B common stock.

Common Stock

For the Year Ended June 30, 2026

On August 20, 2025, the Company issued 375,000 shares of common stock pursuant to the terms of a settlement agreement with Boustead Securities, LLC.

On August 27, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts owed for legal services in the amount of $416,904.

On August 29, 2025, the Company issued 90,172 shares of common stock upon a cashless exercise of stock options granted under the Company’s 2022 Equity Incentive Plan, as amended (the “2022 Plan”).

On September 2, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts owed for legal services in the amount of $250,000.

On September 5, 2025, all remaining 1,875,795 shares of class A common stock were converted into 1,875,795 shares of common stock.

On September 23, 2025, the Company issued an aggregate of 163,805,420 shares of common stock upon the exercise of pre-funded warrants issued on September 5, 2025 (see Warrants below).

On October 13, 2025, the Company issued 4,999,750 shares of common stock upon the cashless exercise of a pre-funded warrant issued on September 5, 2025.

On November 17, 2025, the Company issued 4,000,000 shares of common stock to a service provider.

On December 31, 2025, stockholders surrendered an aggregate of 909,621 shares of common stock to the Company for cancellation.

On February 10, 2026, an aggregate of 840,000 shares of common stock were issued to stockholders who had previously surrendered restricted shares as described below.

On May 26, 2026, the Company issued 1,195,000 shares of common stock upon the cashless exercise of a pre-funded warrant issued on September 5, 2025.

During the year ended June 30, 2026, the Company issued an aggregate of 10,900,000 shares of common stock to service providers.

During the year ended June 30, 2026, the Company issued an aggregate of 44,114 shares of common stock upon the cashless exercise of other warrants.

During the year ended June 30, 2026, the Company issued an aggregate of 300,686 shares of common stock upon the exercise of warrants for proceeds of $370,288.

During the year ended June 30, 2026, the Company issued an aggregate of 1,871,681 shares of common stock upon the settlement of debt in the amount of $4,089,692 (see also Notes 14 and 15).

During the year ended June 30, 2026, the Company issued an aggregate of 14,765,000 shares of common stock upon the grant of restricted stock awards under the 2022 Plan, as described in more detail below.

During the year ended June 30, 2026, the Company issued an aggregate of 620,360 shares of common stock upon the vesting of restricted stock unit awards granted under the 2022 Plan.

During the year ended June 30, 2026, the Company issued an aggregate of 10,915,473 shares of common stock under the Sales Agreement for gross proceeds of $28,111,924 and net proceeds of approximately $27,270,267.

As of June 30, 2026, there were 226,050,057 shares of common stock issued and outstanding.

For the Year Ended June 30, 2025

On July 12, 2024, the Company issued 5,000 shares of common stock upon vesting of a restricted stock unit award granted under the Company’s 2022 Equity Incentive Plan, as amended.

On September 19, 2024, the Company issued 4,166 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On October 19, 2024, the Company issued 4,166 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On October 30, 2024, 270,000 shares of class A common stock were converted into 270,000 shares of common stock.

On November 19, 2024, the Company issued 4,166 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On December 18, 2024, the Company issued 18,000 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On December 19, 2024, the Company issued 4,166 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On January 2, 2025, the Company issued 20,000 shares of common stock pursuant to the terms of a separation agreement with the Company’s former Chief Executive Officer.

On January 2, 2025, the Company issued 75,000 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On January 19, 2025, the Company issued 4,166 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On February 19, 2025, the Company issued 4,166 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On March 19, 2025, the Company issued 4,166 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On April 1, 2025, the Company issued an aggregate of 14,618 shares of common stock upon vesting of restricted stock unit awards granted under the 2022 Plan.

On April 15, 2025, the Company issued 50,000 shares of common stock pursuant to a restricted stock award and 20,000 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On April 19, 2025, the Company issued 4,166 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On May 6, 2025, the Company issued an aggregate of 13,172 shares of common stock pursuant to restricted stock awards granted under the 2022 Plan.

On May 19, 2025, the Company issued 4,166 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On May 30, 2025, the Company issued an aggregate of 271,657 shares of common stock upon the exercise of warrants for proceeds of $339,171.

On June 2, 2025, the Company issued 307,701 shares of common stock upon conversion of the amended and restated promissory note issued on May 2, 2025 (see Note 12).

On June 3, 2025, the Company issued 1,875,795 shares of class A common stock to Clayton Adams upon the cashless exercise of stock options.

On June 9, 2025, the Company issued 13,333 shares of common stock upon the exercise of warrants for proceeds of $14,133.

On June 11, 2025, the Company issued 46,667 shares of common stock upon the exercise of warrants for proceeds of $49,467.

On June 11, 2025, the Company issued 500,000 shares of common stock pursuant to a restricted stock award granted under the 2022 Plan.

On June 19, 2025, the Company issued 4,166 shares of common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On June 21, 2025, the Company issued 200,000 shares of common stock pursuant to the terms of a settlement agreement with the Company’s former Chief Executive Officer.

On June 30, 2025, the Company issued 133,500 shares of common stock to Burlington upon the conversion of quarterly payments of $100,000 that were due on each of January 1, 2025, April 1, 2025 and July 1, 2025 under the terms of the amended and restated promissory note issued to Burlington on May 31, 2024 (see Note 11).

As of June 30, 2025, there were 1,875,795 shares of class A common stock and 9,961,227 shares of common stock issued and outstanding.

2022 Equity Incentive Plan

On September 16, 2022, the Company’s board of directors adopted the 2022 Plan, which was adopted by stockholders on November 18, 2022, which reserved a total of 1,736,819 share of the Company’s common stock for issuance. On January 3, 2024, the Company adopted an amendment to the 2022 Plan, which increased the total shares of common stock available for grant to 3,240,000. Additionally, the number of shares of common stock available for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year during the term of the 2022 Plan by an amount equal to 5% of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year. On January 1, 2025, the number of shares reserved under the 2022 Plan was increased to 3,653,529 pursuant to this provision. On June 5, 2025, the number of shares reserved under the 2022 Plan was increased to 5,000,000 upon stockholder approval of such increase on such date, and on October 13, 2025, the number of shares reserved under the 2022 Plan was increased again by 20,000,000 to a total of 25,000,000. On January 1, 2026, the number of shares reserved under the 2022 Plan was increase to a total of 35,521,218 due to the automatic annual increase provision.

Incentive awards authorized under the 2022 Plan include, but are not limited to, nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and stock appreciation rights. If an incentive award granted under the 2022 Plan expires, terminates, is unexercised or forfeited, the surrendered shares will become available for future awards under the 2022 Plan.

The Company’s employees and advisors were granted awards under the 2022 Plan. Therefore, an allocation of the share-based compensation was made to the Company.

Stock Options

During the year ended June 30, 2026, no options were issued.

During the year ended June 30, 2026, a holder exercised a stock option issued under the 2022 Plan on a cashless basis for 90,172 shares of common stock, resulting in the forfeiture of 29,828 options. In addition, an aggregate of 238,125 options were forfeited following termination of service.

During the year ended June 30, 2025, the Company issued options to purchase 150,000 shares of common stock at an exercise price of $3.73 per share under the 2022 Plan, of which 15,000 shares vest upon grant and the remaining shares vest over 24 months. During the same year, options to purchase an aggregate of 461,875 shares of common stock were forfeited. In addition, options to purchase 2,000,000 shares of class A common stock were exercised on a cashless basis resulting in the issuance of 1,875,795 shares of class A common stock and the cancellation of the remaining 124,205 options.

Warrants

For the Year Ended June 30, 2026

On September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common stock for aggregate gross proceeds of $175,000,420, of which $148,650,530 was paid in cash and $26,349,890 was paid in cryptocurrency. After deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both cash and cryptocurrency gross proceeds, the Company received net proceeds of approximately $164,257,145. The prefunded warrants have a nominal exercise price of $0.0001 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions), include a cashless exercise provision, and may be exercised at any time until all of the pre-funded warrants are exercised in full. On September 23, 2025, 163,805,420 of the prefunded warrants were exercised for 163,805,420 shares of common stock. On October 13, 2025, 5,000,000 of the pre-funded warrants were exercised on a cashless basis for 4,999,750 shares of common stock, resulting in the forfeiture of 250 pre-funded warrants. On May 26, 2026, 1,195,000 of the pre-funded warrants were exercised for 1,195,000 shares of common stock. During the year ended June 30, 2026, the Company reassessed the accounting classification of its remaining outstanding pre-funded warrants issued in September 2025. The Company determined that the warrants met the requirements for equity classification under ASC 815-40 and therefore should be presented within stockholders’ equity. Accordingly, the Company reclassified approximately $5.0 million from Pre-Funded Warrant Liability to Additional Paid-In Capital. The reclassification did not impact previously reported net income (loss), earnings (loss) per share, cash flows, total assets, or total stockholders’ equity.

In connection with this offering and as partial compensation for their services, on September 5, 2025, the Company issued a five-year warrant to purchase 3,150,008 shares of common stock to Maxim Group LLC and a five-year warrant to purchase 2,100,005 shares of common stock to Curvature Securities LLC and its affiliates. These warrants have an exercise price of $1.33 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions) and may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants or the prospectus contained therein is not available for the resale of such shares by the holder. On June 24, 2026, the exercise price of the warrants issued to Maxim Group LLC were revised to $0.90 while the exercise price of the warrants issued to Curvature Securities LLC and affiliates was revised to $1.18. The total impact to stock comp expense as a result of repricing the warrants was $346,502.

On September 5, 2025, the Company also issued to the Asset Manager (i) a five-year warrant to purchase 8,750,021 shares of common stock at an exercise price of $1.00 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions) and (ii) a five-year warrant to purchase 5,250,013 shares of common stock at an exercise price of $1.33 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions). These warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants or the prospectus contained therein is not available for the resale of such shares by the holder.

All of the foregoing warrants contain a beneficial ownership limitation which provides that the Company will not effect any exercise, and a holder will not have the right to exercise, any portion of a warrant to the extent that, after giving effect to the exercise, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon such exercise, which such percentage may be increased or decreased, but not in excess of 9.99%, by the holder upon at least sixty-one (61) days’ prior notice to the Company.

During the year ended June 30, 2026, an aggregate of 300,686 previously issued warrants were exercised for proceeds of $370,288. In addition, an aggregate of 44,114 other warrants were exercised on a cashless basis, resulting in the forfeiture of 55,886 warrants.

For the Year Ended June 30, 2025

On July 11, 2024, the Company issued four warrants for the purchase of 25,000 each (100,000 in the aggregate) at exercise prices of $2.20, $3.00, $4.00 and $5.00, respectively (subject to adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions).

On April 15, 2025, Company issued a five-year warrant for the purchase of 425,000 shares of common stock at an exercise price of $1.25 per share (subject to adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions) in connection with the acquisition of the assets of Sanzonate. Subsequently, an aggregate of 271,657 warrants were exercised for cash proceeds of $339,571.

On April 16, 2025, the Company issued five-year warrants for the purchase of an aggregate of 134,666 shares of common stock at an exercise price of $1.06 per share (subject to adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions). Subsequently, an aggregate of 60,000 warrants were exercised for cash proceeds of $63,600.

On June 6, 2025, the Company issued a five-year warrant for the purchase of 66,667 shares of common stock at an exercise price of $1.06 per share (subject to adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions).

On June 9, 2025, the Company issued to Boustead Securities, LLC (“Boustead”), the representative of the underwriters in the Company’s initial public offering (i) a five-year warrant for the purchase of 29,750 shares of common stock at an exercise price of $1.25 per share (subject to adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions) and (ii) a five-year warrant for the purchase of 9,426 shares of common stock at an exercise price of $1.06 per share (subject to adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions) as part of a settlement agreement.

On June 30, 2025, the Company issued a five-year warrant for the purchase of 25,000 shares of common stock at an exercise price of $2.00 per share (subject to adjustments for stock dividends, stock splits, mergers, consolidations and similar transactions).

Restricted Stock Awards

For the Year Ended June 30, 2026

On July 1, 2025, the Company granted a restricted stock award under the 2022 Plan for 30,000 shares of common stock, which vested in full on the date of grant.

On July 21, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 100,000 shares of common stock, which vest based on certain revenue targets.

On August 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 725,000 shares of common stock, which vested in full on the date of grant.

On September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 360,000 shares of common stock, which vest monthly over one year commencing on October 5, 2025.

On September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 120,000 shares of common stock, which vest monthly over one year commencing on October 5, 2025.

On September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 15,000 shares of common stock, which vested in full on the date of grant.

On September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 20,000 shares of common stock, which vested in full on the date of grant.

On October 6, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 94,340 shares of common stock, which vest quarterly commencing on January 1, 2026.

On October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 4,000,000 shares of common stock, which vested in full on the date of grant.

On October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 3,250,000 shares of common stock, which vested in full on the date of grant.

On October 20, 2025, the Company granted two restricted stock awards for an aggregate of 300,000 shares of common stock, which vested in full on the date of grant.

On November 17, 2025, the Company granted a restricted stock award under the 2022 Plan for 6,000,000 shares of common stock, which vested in full on the date of grant.

On December 31, 2025, the Company entered into share surrender agreements with various holders, pursuant to which a total of 640,000 shares of previously-granted restricted awards were terminated and all shares granted pursuant thereto were surrendered to the Company for cancellation.

On March 17, 2026, the Company granted a restricted stock award under the 2022 Plan for 6,860,914 shares of common stock, which vest half on the one year anniversary and the remainder vest over 8 quarters commencing June 17, 2027.

For the Year Ended June 30, 2025

On September 19, 2024, the Company granted a restricted stock unit award under the 2022 Plan for 295,000 shares of common stock, of which 150,000 shares will vest in equal parts over the course of thirty-six (36) months, with 1/36th vesting each month commencing on the grant date and thereafter on the same day of the month as the grant date, and the remaining shares will vest as the Company achieves certain sales targets in a twelve-month period.

On January 2, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 200,000 shares of common stock, of which 75,000 shares vested on the date of grant, and the remaining shares will vest quarterly over three years.

On March 20, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 16,807 shares of common stock which will vest quarterly over one year commencing on April 1, 2025.

On April 15, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 100,000 shares of common stock, of which 20,000 shares vested immediately and the remaining shares will vest quarterly over two years.

On April 15, 2025, the Company granted a restricted stock award under the 2022 Plan for 50,000 shares of common stock, all of which vested in full on the date of grant.

On May 6, 2025, the Company granted restricted stock awards under the 2022 Plan for an aggregate of 13,172 shares of common stock, all of which vested in full on the date of grant.

On May 6, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 90,000 shares of common stock which will vest quarterly over one year commencing on July 1, 2025.

On June 2, 2025, the Company granted a restricted stock award under the 2022 Plan for 307,701 shares of common stock, all of which vested in full on the date of grant.

On June 11, 2025, the Company granted a restricted stock award under the 2022 Plan for 500,000 shares of common stock, all of which vested in full on the date of grant.

The information presented in the following table represents the restricted stock awards, including performance-based awards, granted and outstanding during the period:

Stock-based Compensation

Stock options and warrants are granted at the fair market value of the underlying common stock on the date of grant. The Company recognizes compensation expense for these awards using the straight-line recognition method over the vesting period.

The fair value of stock options and warrants was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions for the years ended June 30, 2026 and 2025:

The risk-free interest rate is based on U.S. government issues with a remaining term equal to the expected life of the awards. The determination of expected volatility is based on historical volatility of an appropriate industry sector index. The weighted average expected term was estimated for options using the average of the vesting term and contractual term of the awards.

The aggregate intrinsic value of the 25,006,269 shares exercisable at June 30, 2026 was $20,505,140. The intrinsic value and total cash received of awards exercised for the year ended June 30, 2026 was $139,756,816 and $370,288, respectively. The aggregate intrinsic value of the 1,242,741 shares exercisable at June 30, 2025 was $3,019,860. The intrinsic value and total cash received of awards exercised for the year ended June 30, 2025 was $5,364,108 and $403,171, respectively.

Total stock compensation expense for the year ended June 30, 2026 was $9,227,013. Total stock compensation expense for the year ended June 30, 2025 was $3,203,230. In addition, $45,986,614 of warrants issued to brokers and investment managers during the year ended June 30, 2026 were recorded as an offset to equity. As of June 30, 2026, total unrecognized stock compensation expense was $3,251,616 with the weighted average period over which it is expected to be recognized of 2.23 years.