8 - STOCKHOLDERS’ EQUITY

On September 13, 2024, the Company consummated the Business Combination which was accounted for as a reverse recapitalization. In connection with the consummation of the Business Combination (i) the Company de-registered from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware, migrating to and domesticating as a Delaware corporation (the “Domestication”) and (ii) restated its certificate of incorporation (“Restated Certificate of Incorporation”). In connection with the Domestication, each share of outstanding Class A ordinary shares was converted by operation of law into shares of common stock, on a one-for-one basis. Upon filing of the Restated Certificate of Incorporation, each issued and outstanding share of Class B stock outstanding immediately prior to the filing of the Restated Certificate of Incorporation was converted into shares of common stock on a one-for-one basis. Under the Restated Certificate of Incorporation, the Company is authorized to issue 551,000,000 shares of capital stock, consisting of (a) 550,000,000 shares of common stock with a par value of $0.0001 per share and (b) 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2026, of the 1,000,000 shares of preferred stock available, the Company’s Board of Directors designated 254,000 shares of Series A Preferred Stock. See Note 11 for further information regarding the Preferred Stock issuance.

Holders of common stock are entitled to vote on all matters submitted to the stockholders vote or approval, other than on any amendment to the Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock). Holders of common stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval.

Series A Convertible Preferred Stock

On March 30, 2026, the Company filed a Certificate of Designation establishing its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and authorized the issuance of up to 212,000 shares. The Company further authorized an additional 42,000 shares on June 24, 2026. Each share of Series A Preferred Stock has a par value of $0.0001 and a stated value of $100 per share.

Conversion Rights

Each share of Series A Preferred Stock authorized on March 30, 2026 is convertible into common stock, at the option of the holder, in an amount equal to a price per share of $100 (as adjusted for certain stock splits) divided by $10.06. Each share of the 42,000 Series A Preferred Stock authorized on June 24, 2026 is convertible into common stock, at the option of the holder, in an amount equal to a price per share of $100 (as adjusted for certain stock splits) divided by $6.20.

Dividends

Holders of Series A Preferred Stock are entitled to receive dividends, when and if declared by the Company’s board of directors, on an as-converted basis with holders of common stock. The Series A Preferred Stock does not provide for a stated or fixed dividend rate.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of Series A Preferred Stock are entitled to receive, prior and in preference to any distribution to holders of common stock, an amount equal to $100 per share plus any accrued and unpaid dividends. The Series A Preferred Stock ranks senior to the Company’s common stock with respect to liquidation rights.

Voting Rights

Holders of Series A Preferred Stock vote together with the holders of common stock as a single class on all matters submitted to stockholders, with voting power determined on an as-converted basis.

Equity Line of Credit

On December 2, 2024, the Company entered into a common stock purchase agreement, as amended by Amendment No. 1 dated June 2, 2025 and Amendment No. 2 dated January 14, 2026 (“ELOC Purchase Agreement” or the “ELOC”) and related registration rights agreement (the “Registration Rights Agreement”) with White Lion. Pursuant to the ELOC Purchase Agreement, the Company has the right, but not the obligation, to direct White Lion to purchase up to $25.0 million in aggregate gross purchase price of newly issued shares of common stock, subject to certain limitations and conditions as described below (the “ELOC Program”), at a purchase price equal to (i) 96.5% of the volume weighted average stock price for the three consecutive business days after a purchase notice is given, (ii) 98% of the volume weighted average stock price on the day a notice is delivered, or (iii) the lowest traded price for a given purchase date.

The Company controls the timing and amount of any sales to White Lion, which depend on a variety of factors including, among other things, market conditions, the trading price of the common stock, and determinations by the Company as to appropriate sources of funding for its business and operations. However, White Lion’s obligation to purchase shares is subject to certain conditions, including the daily trading volume of the Company’s stock. In all instances, the Company may not sell shares of common stock under the ELOC Purchase Agreement if it would result in White Lion and its affiliate beneficially owning more than 4.99% of its outstanding voting power or shares of the common stock at any one point in time, or the aggregate number of shares of common stock would not exceed 19.99% of the voting power of the issued and outstanding common stock.

During the three and nine months ended September 30, 2026, the Company has received $32,336 and $100,000, respectively, in proceeds from draws on the ELOC and issued 115,174 and 129,424 shares, respectively, of common stock, pursuant to the ELOC program. The Company did not draw on the ELOC during the three months ended September 30, 2025, and received $836,766 in proceeds from draws on the ELOC during the nine months ended September 30, 2025, and issued 17,900 shares of common stock, pursuant to the ELOC Program. The Company has received cumulative proceeds of $996,131 and issued 147,324 shares of common stock since inception of the ELOC.

The Company agreed to issue to White Lion shares of common stock as a commitment fee (the “Commitment Shares”). The fair value of the Commitment Shares was $25,000, which pursuant to ASC 815, was recorded in transaction costs in the consolidated statement of operations and comprehensive income (loss) during the year ended December 31, 2025. Further, the Common Stock Purchase Agreement provided for the issuance of additional Commitment Shares to Whie Lion if the Company failed to sell at least $1,000,000 in gross proceeds to Whie Lion by the sixth-month anniversary of signing of the Common Stock Purchase Agreement. The Company and White Lion amended the ELOC Purchase Agreement effective of June 2, 2025 to provide for (i) an extension of the time period to December 15, 2025 and (ii) an increase in the gross proceeds sold under the ELOC Purchase Agreement to $1,250,000. On January 14, 2026, the Company and White Lion further amended the ELOC Purchase Agreement (a) to provide for an extension of the commitment period for sales of shares of common stock to White Lion from December 2, 2026 to June 30, 2027 and (b) to amend the provision relating to the issuance by the Company of additional shares of common stock to White Lion in consideration for its commitments under the ELOC Purchase Agreement in amounts equal to (i) $25,000 at the time of the ELOC Amendment No. 2, (ii) $50,000, if the Company has not sold to White Lion under the ELOC Purchase Agreement an aggregate of $1,250,000 in gross proceeds of common stock through April 15, 2026, (iii) $25,000, if the Company has not sold to White Lion under the ELOC Purchase Agreement an aggregate of $1,500,000 in gross proceeds of common stock through June 30, 2026. The number of shares of common stock issued in each instance is determined by dividing the dollar value of the shares of common stock to be issued by the average VWAP of the common stock for the ten-day trading period immediately prior to the issuance date. An additional zero and 6,216 Commitment Shares were issued during the three and nine months ended September 30, 2026, respectively, resulting in zero and $73,023 recorded to Transaction costs in the unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2026, respectively.

Whie Lion has agreed that during the term of the Common Stock Purchase Agreement, neither it nor any of its affiliates will engage in any short sales or hedging transactions involving the common stock.

August 2025 Public Offering

On August 14, 2025, the Company closed a public offering (the “August 2025 Public Offering”) of 459,455 shares of its common stock and warrants to purchase up to 459,455 shares of common stock (the “2025 Investor Warrants”) at a combined offering price of $20.00 per share and accompanying warrant. The Company received aggregate cash gross proceeds of approximately $6.0 million, before deducting placement agent fees and other offering expenses. The 2025 Investor Warrants have an exercise price of $22.00 per share, are exercisable immediately, and will expire five years from the original issuance date. Included in the aggregate securities issued are 161,955 shares of common stock and accompanying warrants that were issued to NLabs in consideration and satisfaction of a corresponding portion of the NLabs 2025 Notes and associated interest. The Company is using the net proceeds from the Offering for investments in inventory and the Company’s customer support infrastructure and for other working capital and general corporate purposes.

ATM Agreement

On August 13, 2026, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Roth Capital Partners, LLC as agent (the “Sales Agent”) pursuant to which the Company may issue and sell shares of its common stock, from time to time through or to the Sales Agent, as agent or principal (the “Offering”). On August 13, 2026, the Company also filed a prospectus supplement with the Securities and Exchange Commission (the “Commission”) covering the sale of shares of common stock having an aggregate offering price of up to $4,353,000 (the “Placement Shares”), in connection with the Offering (the “Prospectus Supplement”), along with the base prospectus (hereafter referred to collectively with the Prospectus Supplement as the “Prospectus”), under its existing Registration Statement on Form S-3 (File No. 333-297083), which became effective on July 1, 2026 (the “Registration Statement”).

The Company will designate the maximum amount of common stock to be sold through the Sales Agent in any placement under the Offering. The Company may instruct the Sales Agent not to sell any Placement Shares if the sales cannot be effected at or above a price designated by the Company in a Placement Notice. The Company or the Sales Agent may suspend the offering of the Placement Shares being made through the Sales Agent under the ATM Agreement upon proper notice to the other party. The Company and the Sales Agent each have the right, by giving five (5) days’ written notice as specified in the ATM Agreement, to terminate the ATM Agreement in each party’s sole discretion at any time. The Sales Agent may also terminate the ATM Agreement, by notice to the Company, upon the occurrence of certain events as described in the ATM Agreement including, without limitation, if there has been a Material Adverse Effect (as such term is defined in the ATM Agreement). Unless earlier terminated, pursuant to the terms of the ATM Agreement, the ATM Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Sales Agent.

The ATM Agreement provides that the Sales Agent will be entitled to aggregate compensation for its services equal to 3.0% of the gross proceeds from each sale of Placement Shares sold through the Sales Agent under the ATM Agreement. The Company has no obligation to sell any Placement Shares under the ATM Agreement. The Company has agreed in the ATM Agreement to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act. As of November 5, 2026, the Company has received an aggregate proceeds of approximately $1.2 million through selling and issuing 270,852 shares of common stock under the ATM Agreement.

During the three months ended September 30, 2026, the Company incurred legal fees to implement the ATM Agreement totaling $225,000, included in deferred offering costs on the accompanying unaudited condensed consolidated balance sheet as of September 30, 2026.