What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-04-01 · 11 added, 36 removed, 19 unchanged (71% of the section changed)

5 unchanged sentences

to our listing on the Nasdaq Capital Market, there was no public trading market for our securities.

of April 1, 2024, the Company had seven (7) shareholders of record.

Such number does not include shareholders holding shares in

nominee or “street name”.

of March 31, 2025, the Company had five (5) shareholders of record.

Such number does not include shareholders holding shares in nominee

or “street name”.

inception, we have not paid any dividends on our common stock.

6 unchanged sentences

Authorized for Issuance under Equity Compensation Plans

our 2018 Incentive Compensation Plan (the “Plan”), adopted by our board of directors and holders of a majority of our outstanding

shares of common stock in September 2018, 25,000 shares of common stock (subject to certain adjustments) were reserved for issuance upon

exercise of stock options and grants of other equity awards.

No options or other equity awards have been granted under the Plan.

reservation of shares under the Incentive Compensation Plan was cancelled in May 2021.

our 2018 Incentive Compensation Plan (the “2018 Plan”), adopted by our board of directors and holders of a majority of our

outstanding shares of common stock in September 2018, 25,000 shares of common stock (subject to certain adjustments) were reserved for

issuance upon exercise of stock options and grants of other equity awards.

No options or other equity awards have been granted under

the 2018 Plan.

The reservation of shares under the Incentive Compensation Plan was cancelled in May 2021.

The 2018 Plan was replaced

by the 2025 Plan as of March 17, 2025.

applicable to smaller reporting companies.

1 unchanged sentence

Use of Proceeds from Registered Securities

December 13, 2021 the Company entered into a Securities Purchase Agreement with Chan Heng Fai for the issuance and sale of a convertible

promissory note in favor of Chan Heng Fai, in the principal amount of $6,250,000.

The note bears interest of 3% per annum and is due

on the earlier of December 31, 2024 or when declared due and payable by Chan Heng Fai.

The note can be converted in part or whole into

common shares of the Company at the conversion price of $12.50 or into cash.

The loan closed on January 26, 2022 after all closing conditions

Chan opted to convert all of the amount of such note into 500,000 shares of the Company’s common stock, which shares

were issued on January 27, 2022.

Such restricted shares were issued pursuant to the exemption provided by Regulation D promulgated under

the Securities Act of 1933, as amended.

January 17, 2022 the Company entered into a securities purchase agreement with Chan Heng Fai pursuant to which the Company agreed to

purchase from Chan Heng Fai 293,428,200 ordinary shares of Alset International for a purchase price of 1,473,449 newly issued shares

of the Company’s common stock.

On February 28, 2022, the Company and Chan Heng Fai entered into an amendment to this securities

purchase agreement pursuant to which the Company agreed to purchase these 293,428,200 ordinary shares of Alset International for a purchase

price of 1,765,964 newly issued shares of the Company’s common stock.

The closing of this transaction was subject to the approval

of the Nasdaq and the Company’s stockholders in accordance with NASDAQ Listing Rule 5635(a).

These 293,428,200 ordinary shares

of Alset International represent approximately 8.4% of the total issued and outstanding shares of Alset International.

June 6, 2022, the Company held a Special Meeting of Stockholders (the “Special Meeting”).

At the Special Meeting, the stockholders

approved the issuance of 1,765,964 newly issued shares of the Company’s common stock in connection with the purchase of 293,428,200

ordinary shares of Alset International Limited in accordance with NASDAQ Listing Rule 5635(a).

The transaction was completed on July

In connection with the issuance of these securities, the Company relied upon the exemption from registration provided by Section

4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

of Equity Securities by the Issuer and Affiliated Purchasers

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity