What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2026-05-11 compared with 2025-11-14 · 30 added, 41 removed, 13 unchanged (85% of the section changed)

1 unchanged sentence

AND USE OF PROCEEDS

Shares Issued for Serv ices

On January 1, 2026, the Company issued 85,000

shares of its common stock for services to be rendered.

These shares were valued at $108,800, the fair market value on the grant date

using the reported closing share price on the date of grant, and the Company recorded stock-based compensation expense of $108,800 for

the three months ended March 31, 2026.

On February 10, 2026, the Company issued 120,000

shares of its common stock for services rendered and to be rendered.

These shares were valued at $165,600, the fair market value on the

grant date using the reported closing share price on the date of grant, and the Company recorded stock-based compensation expense of $69,000

for the three months ended March 31, 2026 and reduced accrued liabilities of $96,600.

Common Shares Issued

the nine months ended September 30, 2025, the Company issued a total of 506,494 shares of its common stock for services rendered

and to be rendered.

These shares were valued at $1,656,786, the fair market values on the grant dates using the reported closing share

prices on the dates of grant, and the Company recorded stock-based compensation expense of $1,437,916 for the nine months ended September

30, 2025 and reduced accrued liabilities of $42,385 and recorded prepaid expense of $176,485 as of September 30, 2025 which will be amortized

over the rest of corresponding service periods.

Common Shares Issued for Warrant Exercise

March and April 2025, pursuant to the terms of related warrant agreements, the Company issued an aggregate of 429,181 shares of its common

stock upon cashless exercise of warrants .

for Pre-funded Warrant Exercise

In January 2026, the Company issued an aggregate

of 354,257 shares of its common stock upon cashless exercise of pre-funded warrants.

Common Shares Issued for Debt Conversion

On May 29, 2025, the

Company and the June 2024 Convertible Note holder entered into that certain waiver, pursuant to which, during the period from June 1,

2025 through September 30, 2025, the investor converted its June 2024 Convertible Note in the principal amount of $1,378,993 and unpaid

interest of $208,729 into 1,587,722 shares of common stock of the Company at a per share price of $1.00.

Common Shares Issued as Convertible Note Payable

Commitment Fee

In July 2025, the Company issued a total

of 10,000 shares of its common stock as commitment fee for the purchase of July 2025 Convertible Note.

These shares were valued

at $26,800, the fair market value on the grant date using the reported closing share price on the date of grant, and the Company recorded

it as debt discount.

Series C Convertible

Preferred Stock Sold for Cash

July 2025, the Company sold 300 shares of Series C Convertible Preferred Stock and received net proceeds of $290,000 after

deducting offering expenses of $10,000.

Each share of Series C Convertible Preferred Stock is convertible into common stock of the Company

(the “Conversion Shares”) at a conversion per share equal to $2.41, which approximated the market price at the date of transaction.

The Company is not required to issue any of the Company’s common stock upon conversion of the Series C Convertible Preferred Stock

until the shareholder approval for such issuance is obtained by the Company.

Common Shares and

Warrants Sold for Cash

July 14, 2025, the Company entered into that certain securities purchase agreement (the “Securities Purchase Agreement”),

with an accredited investor, Brown Stone Capital Ltd.

(the “Brown Stone”), pursuant to which the Company agreed to

issue and sell to Brown Stone, upon the terms and conditions set forth in the Securities Purchase Agreement, 121,200 shares of the Company’s

common stock and pre-funded warrants to purchase 354,300 shares of the Company’s common stock, in exchange for $475,500.

number of shares of the Company’s common stock issuable pursuant to the pre-funded warrants is 354,300 shares.

The closing of the

transaction occurred on July 17, 2025, which is when the Company received net proceeds of $450,500 after deducting offering expenses

offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in

reliance on Section 4(a)(2) of the Securities Act, or Regulation D promulgated thereunder, as transactions by an issuer not involving

In January 2026, the June 2024 Convertible Note

holder converted its June 2024 Convertible Note in the principal amount of $545,950 and unpaid interest of $5,524 into 551,474 shares

of common stock of the Company at a per share price of $1.00.

Issuance of Common

Stock upon Exchange of Series D Preferred Stock

On May 6, 2026, the Company issued 2,074,689 shares of its common stock

(the “Exchange Shares”) to its chairman, Wenzhao Lu following shareholder approval in exchange for 5,000 shares of the Company’s

Series D Preferred Stock held by him, which shares of Series D Preferred Stock were cancelled.

The Exchange Shares issued was equal to

the amount of shares of common stock Mr.

Lu would have been entitled to receive upon conversion of his Series D Preferred Stock.

The offers, sales, and

issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section

4(a)(2) and/or Section 3(a)(9) of the Securities Act, or Regulation D promulgated thereunder, as transactions by an issuer not involving

a public offering.

4 unchanged sentences

through employment, business or other relationships, to information about us.

UPON SENIOR SECURITIES

DEFAULTS UPON

SENIOR SECURITIES

Not applicable.

2 unchanged sentences

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-Q

Item 2. Unregistered Sales of Equity Securities