What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-08-14 compared with 2026-05-11 · 10 added, 33 removed, 10 unchanged (81% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES

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

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

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.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Shares Issued for Accrued Bridge Loan Payable Commitment Fee

June 2026, the Company issued 100,000 shares of its common stock for accrued commitment fee for the purchase of bridge loan.

were valued at $138,000, the fair market value on the grant date using the reported closing share price on the date of grant, and the

Company reduced accrued commitment fee of $138,000.

On July 6, 2026, the Company issued 75,000 shares of its common stock in consideration of services rendered under a February 2026 consulting

Common Shares Issued as Note Payable Commitment

On August 13, 2026, the Company issued 300,000

shares of its common stock as loan commitment fee for issuance of the FirstFire Note (as defined in Item 5 below).

The offers, sales, and

7 unchanged sentences

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

DEFAULTS UPON

SENIOR SECURITIES

Not applicable.

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not applicable.

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