What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2026-03-31 compared with 2025-05-30 · 38 added, 22 removed, 38 unchanged (61% of the section changed)

12 unchanged sentences

agreements of our subsidiaries or covenants under future indebtedness that we or our subsidiaries may incur.

Sales of Securities

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Securities

following information represents securities sold by us that has not been previously included in a Quarterly Report on Form 10-Q or a

5 unchanged sentences

provided by Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated thereunder.

February 13, 2023, the Company awarded an officer and director of the Company as compensation for service to the Company, an option to

purchase 35,715 shares of the Company’s Common Stock at an exercise price of $3.50 per share which vested 80% on date of grant

and 10% on January 1, 2024 and 10% on January 1, 2025.

April 3, 2023, the Company awarded a director as Compensation for service to the Company as a director, an option to purchase 35,715

shares of the Company’s Common Stock at an exercise price of $4.20 per share which vested 50% of the date of grant and 50% on April

April 3, 2023, the Company awarded an officer and director of the Company as compensation for services to the Company an option to purchase

35,715 shares of the Company’s Common Stock at an exercise price of $4.20 per share which vested 50% on date of award on April

3, 2023 and 50% on April 3, 2024.

November 27, 2023, the Company awarded a director as compensation for services to the Company as a director, 7,143 shares of restricted

Common Stock which vested on December 31, 2023.

The value of this award was $20,000.

November 27, 2023, the Company awarded an Officer and director of 3,572 shares of restricted Common Stock which vested 100% on December

The value of this award was $10,000.

Company issued 11,961 unregistered shares of its Common Stock valued at 58,221 during the year ended December 31, 2023 as payment for

services provided to the Company.

April, May and June, 2023, the Company sold 80,358 unregistered shares of its Common Stock to six private investors in exchange for $225,000

($2.80 per share).

August 2023 the Company sold 4,762 unregistered shares of its Common Stock to one private investor for $20,000 ($4.20 per share)

October, November, and December 2023 the Company sold 38,393 unregistered shares of its Common Stock to three private investor for $167,500

($4.20-$5.60 per share)

the year ended December 31, 2024 the Company sold 64,337 unregistered shares of its Common Stock to eight private investors for an aggregate

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will vest quarterly through April 2026.

the year ended December 31, 2025, the Company sold 65,000 unregistered shares of its Common Stock to four private accredited investors

for an aggregate of $390,000 ($6.00 per share)

the year ended December 31, 2025, the Company issued 26,616 unregistered shares of its Common Stock for services valued at $167,611.

of the securities referred to above were issued without registration under the Securities Act of 1933, as amended (the “Securities

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may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities

On February 20, 2026, the

Company entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC (the “Underwriter”),

relating to the Company’s underwritten public offering (the “Offering”) of 3,100,000 shares (the “Shares”)

of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pre-funded warrants to purchase up to

300,000 shares of Common Stock (the “Pre-Funded Warrants”), and accompanying warrants (the “Warrants”) to purchase

3,400,000 shares of Common Stock.

The Warrants are exercisable immediately at an exercise price of $5.00 per share of Common Stock and

expire in five years.

The Pre-Funded Warrants are exercisable immediately at an exercise price of $0.0001 per share of Common Stock and

will not expire.

The Offering was made pursuant to the Company’s registration statement on Form S-1 (File No.

333-280668), previously

filed with Securities Exchange Commission (the “Commission”) and subsequently declared effective by the Commission on January

29, 2026 and the Company’s registration statement on Form S-1 MEF (File No.

333-293610), filed by the Company with the Commission

on February 20, 2026 and automatically effective on such date.

A final prospectus relating to the offering was filed with the Commission

on February 20, 2026.

Pursuant to the Underwriting Agreement, the public offering price was $4.00 per Share and Warrant combined, and

the Underwriter purchased the Shares and Warrants at a 7.5% discount to the public offering price.

The Company granted the Underwriter

the option to purchase, within 45 days from the date of the Underwriting Agreement, an additional 200,000 shares of Common Stock at $4.00

and /or Pre-Funded Warrants at $3.999, the same price per share as the Shares and Pre-Funded Warrants, respectively, and/or an additional

200,000 Warrants (the “Over-Allotment Option”), of which the Underwriter exercised a partial option on February 23, 2026 to

purchase all 200,000 Warrants in the Over-Allotment Option.

On February 23, 2026, the Offering closed resulting in the Company selling

a total of 3,100,000 shares of Common Stock, 300,000 Pre-Funded Warrants, and 3,600,000 Warrants sold including the partial exercise of

the Underwriter’s over-allotment option for 200,00 Warrants, for gross proceeds of approximately $13.6 million, before deducting

underwriting discounts, commissions, and other estimated offering expenses.

The Company intends to use the net proceeds of this Offering

to provide funding for BESS project asset development, development of BESS projects, and working capital, as set forth in the prospectus.

Compensation Plan Information

of December 31, 2024, we do not have any compensation plans under which our equity securities are authorized for issuance.

December 2025 the Board of Directors adopted a non-qualified stock option plan under which up to 500,000 options to purchase our

equity securities are authorized for issuance.

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