Note 11 - Common Stock

On March 3, 2025, the Company issued 27,500 shares of its common stock at a deemed price of $1.86 per share to one entity pursuant to a consulting agreement.

On May 15, 2025, the Company issued 312,500 shares of its common stock at a price of $1.50 per share to one entity pursuant to the exercise of warrants.

On May 23, 2025, the Company issued 100,000 shares of its common stock at a price of $1.88 per share to one entity pursuant to the exercise of warrants.

On May 28, 2025, the Company issued an aggregate of 940,000 shares of its common stock at a price or deemed price of $2.50 per share to 8 individuals due to the closing of a private placement, which resulted in the receipt of $950,000 in cash and the settlement of an outstanding liability of $1,400,000.

On May 28, 2025, the Company issued 837,243 shares of its common stock at a price of $1.50 per share to one entity pursuant to the exercise of warrants.

On May 29, 2025, the Company issued 50,000 shares of its common stock at a price of $1.88 per share to one entity pursuant to the exercise of warrants.

On September 30, 2025, the Company, its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management”), and Shanghai Jihaohe Information Technology Co., Ltd. (“Shanghai Jihaohe”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) pursuant to which the Company caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions, software in source code or object code, trademarks, copyrights and trade secrets) underpinning the Company’s DaGe platform, in consideration of the issuance by the Company to Shanghai Jihaohe of 1,500,000 shares of common stock in the capital of the Company. The Asset Purchase Agreement closed on October 2, 2025, and the Company issued the 1,500,000 shares of common stock to Shanghai Jihaohe at a deemed issuance price of $1.57 per share.

On October 17, 2025, the Company issued 60,000 shares of its common stock at a deemed price of $1.67 per share to one individual pursuant to a settlement agreement.

On October 17, 2025, the Company issued 7,500 shares of its common stock at a deemed price of $1.86 per share to one entity pursuant to a consulting agreement.

On October 23, 2025 the Company entered into a Sales Agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. as sales agent (the “Sales Agent”), under which the Company may, from time to time, sell shares of its common stock, par value $0.0001 per share (the “Placement Shares”), having an aggregate offering price of up to $50,000,000 through the Sales Agent (the “ATM Offering”).

From October 23, 2025 to November 30, 2025, the Company issued 51,296 shares of its common stock under the Sales Agreement for gross cash proceeds of $80,087. The total issuance costs were $2,002, all of which were related to compensation paid to the Sales Agent.

On November 14, 2025, the Company issued 190,000 shares of common stock at a price of $1.50 per share to one individual due to the closing of a private placement for gross proceeds of $285,000.

From December 12, 2025 to December 23, 2025, the Company issued 64,083 shares of its common stock under the Sales Agreement for gross cash proceeds of $98,942. The total issuance costs were $2,474, all of which were related to compensation paid to the Sales Agent.

On May 13, 2026, the Company entered into a securities purchase agreement with an institutional investor and issued a senior secured convertible note with an original principal amount of $5,000,000 and an original issue discount of $700,000. The note is convertible into shares of the Company’s common stock at an initial fixed conversion price of $0.94 per share, subject to adjustment as set forth in the note. The note was, and the shares of common stock issuable upon conversion of the note will be, issued in a transaction exempt from the registration requirements under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

During the period from July 6, 2026 through August 28, 2026, the holder of the Company’s May 2026 senior secured convertible note converted an aggregate of $2,065,567 of principal into an aggregate of 12,248,843 shares of the Company’s common stock at conversion prices ranging from $0.1620 to $0.3442 per share, in accordance with the terms of the aforesaid note.

On August 12, 2026, the Company entered into a share purchase agreement with Alset AI Ventures Inc. and Lyken AI Computing Inc. (“Lyken”), pursuant to which the Company agreed to acquire 99,000 common shares of Lyken, representing a 9.9% equity interest in Lyken. The transaction closed on August 14, 2026 following receipt of the applicable TSX Venture Exchange approval. The $500,000 purchase price was satisfied through the issuance of 1,674,480 restricted shares of the Company’s common stock. No cash consideration was paid.

On August 16, 2026, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the Company issued a senior secured convertible note with an original principal amount of $5,000,000 and an original issue discount of $700,000, together with a common stock purchase warrant to purchase up to 4,092,993 shares of the Company’s common stock. The securities purchase agreement contains provisions substantially similar to those in the May 2026 note including, but not limited to, financial covenants and a “key man” clause regarding the chief executive officer. The note matures on August 16, 2027 and bears interest at 0% per annum in the absence of an event of default. The note has an initial fixed conversion price of $0.35 per share, subject to adjustment in accordance with its terms, and an initial floor price of $0.06 per share. The aggregate subscription amount for the note was $4,300,000. At closing, $1,300,000 was released to the Company and the remaining $3,000,000 was deposited into a restricted account subject to a deposit account control agreement and specified release conditions. The related warrant has an initial exercise price of $0.35 per share and expires on August 16, 2031.

On August 31, 2026, the Company completed a registered direct offering with an institutional investor pursuant to which the Company issued 3,958,055 shares of common stock at a purchase price of $0.24 per share and pre-funded warrants to purchase up to 12,708,611 shares of common stock at a purchase price of $0.2399 per pre-funded warrant. Each pre-funded warrant has an exercise price of $0.0001 per share. The offering resulted in gross proceeds of approximately $4.0 million before offering expenses. The gross proceeds of $4,000,000 were received by the Company on September 1, 2026.

As of August 31, 2026 there were 85,162,686 shares of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

Share Purchase Warrants

A continuity schedule of outstanding stock purchase warrants as at August 31, 2026, and the changes during the periods, is as follows:

 Schedule of Outstanding Stock Purchase Warrants

On May 14, 2025, the Company received $468,750 from the exercise of warrants for the purchase of 312,500 shares of common stock of the Company at a price of $1.50 per share from an entity.

On May 23, 2025, the Company received $188,000 from the exercise of the Placement Agent Warrant for the purchase of 100,000 shares of common stock of the Company at a price of $1.88 per share from the Placement Agent.

On May 27, 2025, the Company received $1,255,864.50 from the exercise of warrants for the purchase of 837,243 shares of common stock of the Company at a price of $1.50 per share from an entity.

On May 29, 2025, the Company received $94,000 from the exercise of the Placement Agent Warrant for the purchase of 50,000 shares of common stock of the Company at a price of $1.88 per share from the Placement Agent.

On October 21, 2025, the Company issued an aggregate of 4,000,000 common stock purchase warrants (the “Warrants”) to a consultant pursuant to a consulting services agreement with respect to investor relations services. 3,000,000 of the Warrants entitle the holder to purchase up to 3,000,000 shares of common stock (each, a “Warrant Share”) at an exercise price of $1.65 per Warrant Share until April 20, 2027, and 1,000,000 of the Warrants entitle the holder to purchase up to 1,000,000 Warrant Shares at an exercise price of $2.15 per Warrant Share until April 20, 2027.

On November 4, 2025, 28,312 stock purchase warrants having an exercise price of $8.22 per share expired.

On November 5, 2025, the Company issued 300,000 common stock purchase warrants (the “Warrants”) to a consultant pursuant to a consulting services agreement. The Warrants entitle the holder to purchase up to 300,000 shares of common stock (each, a “Warrant Share”) at an exercise price of $1.65 per Warrant Share until April 27, 2027.

In connection with the preparation of the current period financial statements, the Company reviewed the adjustment provisions contained within the Placement Agent Warrant and determined that the previously disclosed increase of 25,333 warrants under the Placement Agent Warrant should not have been recorded. Accordingly, the Placement Agent Warrant remained exercisable for 100,000 shares of common stock, The Company has corrected the warrant continuity schedule in this Quarterly Report.

On November 21, 2025, 10,000 stock purchase warrants having an exercise price of $6.70 per share expired.

On May 13, 2026, the Company entered into a securities purchase agreement with an institutional investor and issued a senior secured convertible note (the “Note”) with an original principal amount of $5,000,000 and an original issue discount of $700,000. The Note is convertible into shares of the Company’s common stock at an initial fixed conversion price of $0.94 per share, subject to adjustment as set forth in the Note.

In connection with the issuance of the Note, pursuant to the adjustment provisions contained within the common stock purchase warrants and placement agent warrant issued in the registered direct offering that closed on December 23, 2024, the exercise price of such warrants was adjusted to $0.94 per share. The adjustment did not result in any increase in the number of warrants outstanding.

The Company had previously disclosed in its Annual Report on Form 10-K that the number of warrants outstanding increased as a result of this adjustment. Upon further review, the Company determined that only the exercise price was adjusted, and the number of warrants outstanding remained unchanged. Accordingly, the warrant continuity schedule in this Quarterly Report reflects the corrected number of warrants outstanding and the adjusted exercise price.

On August 16, 2026, in connection with the issuance of the senior secured convertible note described in Note 16, the Company issued to the Note Investor a common stock purchase warrant to purchase up to 4,092,993 shares of the Company’s common stock. The warrant has an initial exercise price of $0.35 per share, is immediately exercisable and expires on August 16, 2031. The warrant contains customary adjustment provisions and is subject to a beneficial ownership limitation.

On August 31, 2026, in connection with the registered direct offering, the Company issued pre-funded warrants to purchase up to 12,708,611 shares of common stock. The pre-funded warrants were sold at a purchase price of $0.23999 per pre-funded warrant and have an exercise price of $0.0001 per share. The pre-funded warrants were immediately exercisable and expire when exercised in full.

On August 31, 2026, the holder exercised pre-funded warrants to purchase an aggregate of 6,000,000 shares of common stock. Accordingly, as of August 31, 2026, pre-funded warrants to purchase 6,708,611 shares of common stock remained outstanding.

A summary of stock purchase warrants outstanding and exercisable as at August 31, 2026 is as follows:

 Schedule of Stock Purchase Warrants Outstanding and Exercisable

Stock Options

On December 28, 2021, the Company granted an aggregate of 4,545,000 stock options pursuant to the Company’s 2021 Stock Incentive Plan having an exercise price of $8.00 per share and an expiry date of five years from the date of grant to 40 individuals who were directors, officers, employees and consultants of the Company. We relied upon the exemption from registration under the U.S. Securities Act provided by Rule 903 of Regulation S promulgated under the U.S. Securities Act for the grant of stock options to individuals who are non-U.S. persons and upon the exemption from registration under Section 4(a)(2) of the U.S. Securities Act for two individuals who are U.S. persons. The stock options are all subject to vesting provisions of 20% on the date of grant and 20% on each of the first, second, third, and fourth anniversary of the date of grant. At our annual meeting of stockholders held on February 17, 2023, the stockholder approved an amendment to the exercise price of the outstanding stock options from $8.00 to $3.84. The strike price adjustment did not affect the fair value.

The fair value of these stock options was estimated at the date of grant using the Black-Scholes Options Valuation Model. The weighted-average grant-date fair value was $6.46 per option.

On July 28, 2023, the Company granted an aggregate of 2,648,500 stock options pursuant to the Company’s 2023 Stock Incentive Plan having an exercise price of $4.62 per share and an expiry date of five years from the date of grant to 22 individuals who were employees and consultants of the Company’s subsidiaries and contractually controlled affiliate. The stock options are all subject to vesting provisions of 20% on the date of grant and 20% on each of the first, second, third and fourth anniversary of the date of grant.

The fair value of these stock options was estimated at the date of grant using the Black-Scholes Option Valulation Model. The weighted-average grant-date fair value was $4.58 per option.

Schedule of Stock Option Grant Date Remaining Contractual Life 

A continuity schedule of outstanding stock options as at August 31, 2026, and the changes during the period, is as follows:

 Schedule of Outstanding Stock Options

A continuity schedule of outstanding unvested stock options at August 31, 2026, and the changes during the six months periods, is as follows:

 Schedule of Outstanding Unvested Stock Option

As at August 31, 2026, the aggregate intrinsic value of the outstanding stock options granted on December 28, 2021 was estimated at $0 as the current price as of August 31, 2026 is $0.22 which is lower than the strike price while the aggregate intrinsic value of the outstanding stock options granted on July 28, 2023 is $0 as the current price as of August 31, 2026 is lower than the strike price.

A summary of stock options outstanding and exercisable as at August 31, 2026 is as follows:

 Schedule of Stock Option Outstanding and Exercisable