Strive, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. ASSET ENTITIES INC. UNAUDITED FINANCIAL STATEMENTS Page Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 2 Statements of Operations 3 Statements of Changes in Stockholder’s Equity 4 Statements of Cash Flows 6 Notes to Financial Statements 7 1 ASSET ENTITIES INC. Balance Sheets As of As of June 30, December 31, 2025 2024 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 2,518,441 $ 2,660,624 Prepaid expenses 225,742 37,228 Total Current Assets 2,744,183 2,697,852 Non-Current Assets Property and equipment, net 8,758 10,114 Intangible asset 509,500 509,500 Total Non-Current Assets 518,258 519,614 TOTAL ASSETS $ 3,262,441 $ 3,217,466 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued liabilities $ 578,000 $ 430,526 Contract liabilities 447 369 Total Current Liabilities 578,447 430,895 TOTAL LIABILITIES 578,447 430,895 Commitments and contingencies Stockholders’ Equity Preferred Stock; $ 0.0001 par value, 50,000,000 authorized Series A Convertible Preferred Stock; $ 0.0001 par value, $ 10,000 stated value, 660 designated 0 and 100 shares issued and outstanding, respectively - - Common Stock; $ 0.0001 par value, 40,000,000 authorized Class A Common Stock; $ 0.0001 par value, 2,000,000 authorized 1,000,000 shares issued and outstanding 100 100 Class B Common Stock; $ 0.0001 par value, 38,000,000 authorized 15,624,395 and 9,060,965 shares issued, respectively 1,562 906 Additional paid in capital 19,012,713 14,791,922 Accumulated deficit ( 16,330,381 ) ( 12,006,357 ) TOTAL STOCKHOLDERS’ EQUITY 2,683,994 2,786,571 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,262,441 $ 3,217,466 The accompanying notes are an integral part of these unaudited condensed financial statements. 2 ASSET ENTITIES INC. Statements of Operations (Unaudited) Three Months Ended Six months ended June 30, June 30, 2025 2024 2025 2024 Revenue $ 173,259 $ 92,966 $ 344,008 $ 217,807 Operating expenses Contract labor 131,701 121,730 278,216 248,869 General and administrative 936,205 754,963 1,882,404 1,277,002 Management compensation 1,797,663 942,810 2,532,794 1,805,377 Total operating expenses 2,865,569 1,819,503 4,693,414 3,331,248 Loss from operations ( 2,692,310 ) ( 1,726,537 ) ( 4,349,406 ) ( 3,113,441 ) Other income (expense) Interest income 28,841 - 62,883 - Interest expense ( 1,142 ) - ( 2,306 ) - Total other income 27,699 - 60,577 - Loss before income tax ( 2,664,611 ) ( 1,726,537 ) ( 4,288,829 ) ( 3,113,441 ) Income taxes credit - - - - Net loss $ ( 2,664,611 ) $ ( 1,726,537 ) $ ( 4,288,829 ) $ ( 3,113,441 ) Dividend on Series A Preferred Stock - - ( 35,195 ) - Net loss attributable to common stockholders $ ( 2,664,611 ) $ ( 1,726,537 ) $ ( 4,324,024 ) $ ( 3,113,441 ) Loss per share of common stock - basic and diluted $ ( 0.17 ) $ ( 0.58 ) $ ( 0.30 ) $ ( 1.07 ) Weighted average number of shares of common stock outstanding - basic and diluted 15,591,759 2,960,126 14,380,325 2,897,504 The accompanying notes are an integral part of these unaudited condensed financial statements. 3 ASSET ENTITIES INC. Statement of Stockholders’ Equity For the six months ended June 30, 2025 and 2024 (Unaudited) Series A Convertible Preferred Stock Class A Common Stock Class B Common Stock Additional Paid in Accumulated Shares Amount Shares Amount Shares Amount Capital Deficit Total Balance - December 31, 2024 100 $ - 1,000,000 $ 100 9,060,965 $ 906 $ 14,791,922 $ ( 12,006,357 ) $ 2,786,571 Conversion from Series A Convertible Preferred stock to Class B common stock ( 100 ) - - - 1,518,654 152 35,043 - 35,195 Class B common stock for cash - - - - 2,833,543 283 3,118,587 - 3,118,870 Stock based compensation - - - - - - 252,522 - 252,522 Dividend declared - Series A Convertible Preferred stock - - - - - - - ( 35,195 ) ( 35,195 ) Net loss - - - - - - - ( 1,624,218 ) ( 1,624,218 ) Balance - March 31, 2025 - $ - 1,000,000 $ 100 13,413,162 $ 1,341 $ 18,198,074 $ ( 13,665,770 ) $ 4,533,745 Conversion from Series A Convertible Preferred stock to Class B common stock - - - - 2,158,882 216 ( 216 ) - - Class B Common stock issued for cashless exercise of warrants - - - - 52,351 5 ( 5 ) - - Stock based compensation - - - - - - 814,860 - 814,860 Net loss - - - - - - - ( 2,664,611 ) ( 2,664,611 ) Balance - June 30, 2025 - $ - 1,000,000 $ 100 15,624,395 $ 1,562 $ 19,012,713 $ ( 16,330,381 ) $ 2,683,994 4 ASSET ENTITIES INC. Statement of Stockholders’ Equity For the six months ended June 30, 2025 and 2024 (Unaudited) Series A Convertible Preferred Stock Class A Common Stock Class B Common Stock Additional Paid in Treasury Accumulated Shares Amount Shares Amount Shares Amount Capital Stock Deficit Total Balance - December 31, 2023 - $ - 1,677,056 $ 168 1,207,827 $ 121 $ 8,657,190 $ ( 176,876 ) $ ( 5,558,315 ) $ 2,922,288 Conversion from Class A to Class B common stock - - ( 170,650 ) ( 17 ) 170,650 17 - - - - Stock Based Compensation - - - - - - 326,871 - - 326,871 Net loss - - - - - - - - ( 1,386,904 ) ( 1,386,904 ) Balance - March 31, 2024 - $ - 1,506,406 $ 151 1,378,477 $ 138 $ 8,984,061 $ ( 176,876 ) $ ( 6,945,219 ) $ 1,862,255 Series A Convertible Preferred stock issued 165 - - - - - 1,345,000 - - 1,345,000 Class B common stock subscription proceeds received, net - - - - 124,318 12 194,422 - - 194,434 Class B Common stock issued for restricted stock awards - - - - 51,800 5 412,433 - - 412,438 Class B Common stock issued for purchase of intangible asset - - - - 5,000 1 9,499 - - 9,500 Net loss - - - - - - - - ( 1,726,537 ) ( 1,726,537 ) Balance - June 30, 2024 165 $ - 1,506,406 $ 151 1,559,595 $ 156 $ 10,945,415 $ ( 176,876 ) $ ( 8,671,756 ) $ 2,097,090 The accompanying notes are an integral part of these unaudited condensed financial statements. 5 ASSET ENTITIES INC. Condensed Statements of Cash Flows (Unaudited) Six months ended June 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 4,288,829 ) $ ( 3,113,441 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 1,067,382 739,309 Depreciation and amortization 1,356 2,341 Changes in operating assets and liabilities: Prepaid expenses ( 188,514 ) ( 145,569 ) Accounts payable and accrued liabilities 147,474 197,011 Contract liabilities 78 ( 1,759 ) Net cash used in operating activities ( 3,261,053 ) ( 2,322,108 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment - ( 14,761 ) Purchase of intangible asset - ( 200,000 ) Net cash used in investing activities - ( 214,761 ) CASH FLOWS FROM FINANCING ACTIVITIES Series A Convertible Preferred stock issued - 1,345,000 Class B common stock subscription proceeds received, net - 194,434 Proceeds from Class B common stock issued, net 3,118,870 - Net cash provided by financing activities 3,118,870 1,539,434 Net change in cash and cash equivalents ( 142,183 ) ( 997,435 ) Cash and cash equivalents at beginning of period 2,660,624 2,924,323 Cash and cash equivalents at end of period $ 2,518,441 $ 1,926,888 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - NON CASH INVESTING AND FINANCING ACTIVITIES Conversion from Class A to Class B common stock $ - $ 17 Conversion from Series A Convertible Preferred stock to Class B common stock $ 35,195 - Class B Common stock issued for purchase of intangible asset $ - $ 9,500 The accompanying notes are an integral part of these unaudited condensed financial statements. 6 ASSET ENTITIES INC. NOTES TO CONDENSED FINANCIAL STATEMENTS As of and for the six months ended June 30, 2025 (Unaudited) Note 1. Organization, Description of Business and Liquidity Organization Asset Entities Inc. (“Asset Entities”, “we”, “us”, “our” or the “Company”), began operations as a general partnership in August 2020 and formed Assets Entities Limited Liability Company in the state of California on October 20, 2020. The financial statements reflect the operations of the Company from inception of the general partnership. On March 15, 2022, the Company filed Articles of Merger to register and incorporate with the state of Nevada and changed the company name to Asset Entities Inc. Description of Business Asset Entities is an Internet company providing social media marketing, content delivery, and development and design services across Discord, TikTok, and other social media platforms. Based on the rapid growth of our Discord servers and social media following, we have developed three categories of services. First, we provide subscription upgrades to premium content on our investment education and entertainment servers on Discord. Second, we codevelop and execute influencer social media and marketing campaigns for clients. Third, we design, develop and manage Discord servers for clients under our “AE.360.DDM” brand. Our AE.360.DDM service was released in December 2021. All of these services – our Discord investment education and entertainment, social media and marketing, and AE.360.DDM services – are therefore based on our effective use of Discord in combination with ongoing social media outreach on TikTok, Facebook, Twitter, Instagram, and YouTube. Liquidity The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $ 16,330,381 at June 30, 2025 and a net loss of $ 4,288,829 , during the six months ended June 30, 2025. The Company has received confirmation from Ionic Ventures, LLC that it will invest up to $ 3 million in the Company’s Series A Convertible Preferred Stock upon request by the Company, and the Company’s Certificate of Designation of Series A Convertible Preferred Stock allows for an additional 330 preferred shares of Series A Convertible Preferred Stock to be sold. Based on the Company’s existing cash resources, management believes that the Company will have sufficient funds to carry out the Company’s planned operations for at least the next 12 months from the issuance date of the accompanying financial statements. Note 2. Summary of Significant Accounting Policies Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”). The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2024, contained in the Company’s Form 10-K filed on March 31, 2025. 7 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had cash equivalents of $ 2.3 million and $ 1.7 million, respectively, as of June 30, 2025 and December 31, 2024. Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $ 250,000 per institution. The amount in excess of the FDIC insurance as of June 30, 2025, was approximately $ 2.0 million. The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis. Category Useful life (years) Building 39 Machinery and Equipment 5 - 10 Office Equipment and Fixtures 5 Vehicle 8 The Company did not have any Building, Machinery and Equipment, and Vehicle as of June 30, 2025. Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. 8 Intangible Assets Intangible assets acquired are recorded at fair value. We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. We test our indefinite-lived intangible assets for impairment annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying value. Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates and appropriate discount rates. During the six months ended June 30, 2025 and 2024, there were no intangible asset impairment charges. Finite-lived intangible assets are amortized using the straight-line method over their estimated useful lives, which ranges from 5 to 15 years . Our finite-lived intangible assets include acquired franchise agreements, acquired customer relationships, acquired customer lists, and internally developed software. Our indefinite-lived intangible assets include acquired domain names, trade names, and purchased software. Intangible assets internally developed are measured at cost. We capitalize costs to develop or purchase computer software for internal use which are incurred during the application development stage. These costs include fees paid to third parties for development services and payroll costs for employees’ time spent developing the software. We expense costs incurred during the preliminary project stage and the post-implementation stage. Capitalized development costs are amortized on a straight-line basis over the estimated useful life of the software. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. Impairment of Long-lived Assets Other Than Goodwill Long-lived assets with finite lives, primarily property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 — Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 — Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The Company’s financial instruments, including cash, accounts receivable, prepaid expense, deferred offering costs and contract liabilities, other current liabilities are carried at historical cost. As of June 30, 2025 and December 31, 2024, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. 9 Advertising Expenses The Company expenses advertising costs as they incurred. Total advertising expenses were $ 412,445 and $ 284,886 for the six months ended June 30, 2025 and 2024, respectively, and have been included as part of general and administrative expenses. Research and Development Research and development costs are charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. The Company incurred research and development expenses of $ 182,484 and $ 238,739 for the six months ended June 30, 2025 and 2024, respectively, and have been included as part of contract labor. Stock based compensation Service-Based Awards The Company records stock-based compensation for awards granted to employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period, which is generally one to three years. For restricted stock awards (“RSAs”) issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant. Share Repurchase Share repurchases are open market purchases. Share repurchases are generally recorded on the settlement date, as treasury stock. When shares are cancelled, the value of repurchased shares is deducted from stockholders’ equity through common stock with the excess over par value recorded to accumulated deficit. Revenue Recognition The Company recognizes revenue utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. Subscriptions Subscription revenue is related to a single performance obligation that is recognized over time when earned. Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or annual basis. Any quarterly or annual subscription revenue is recognized as a contract liability recorded over the contracted service period. Marketing Revenue related to marketing campaign contracts with customers are normally of a short duration, typically less than two (2) weeks. 10 AE.360.DDM Contracts Revenue related to AE.360.DDM contracts with customers are normally of a short duration, typically less than one (1) week. Contract Liabilities Contract liabilities consist of quarterly and annual subscription revenue that have not been recognized. Revenue under these agreements is recognized over the related service period. As of June 30, 2025 and December 31, 2024, total contract liabilities were $ 447 and $ 369 respectively. Contract liabilities are expected to be recognized as revenue over a period not to exceed twelve (12) months. Changes in contract liabilities for the six months ended June 30, 2025, are as follows: 2025 Balance, January 1 $ 369 Deferral of revenue 298 Recognition of revenue ( 220 ) Balance, June 30 $ 447 Earnings Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. The Company would account for the potential dilution from convertible securities using the as-if converted method. The Company accounts for warrants and options using the treasury stock method. As of June 30, 2025, warrants representing 31,500 shares of common stock equivalents were excluded from the computation from diluted net loss per share as the result was anti-dilutive. Related Parties The Company follows ASC 850, “Related Party Disclosures” , for the identification of related parties and disclosure of related party transactions and balances. There were no related party transactions except management fees. During the six months ended June 30, 2025 and 2024, the Company paid management fees to its controlling members totaling $ 2,532,794 and $ 1,805,377 , respectively. Commitments and Contingencies The Company follows ASC 450-20, “Loss Contingencies” , to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. As of June 30, 2025 and December 31, 2024, the Company did not have any commitments and contingencies. 11 The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance . The CODM uses operating margin and net income to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow operating margin, the allocation of budget between operating expenses and the management and forecasting of cash to ensure enough capital is available. Accordingly, we determined we operate in a single reporting segment. Our CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Statements of Operations. Total assets on the Balance Sheets represent our segment assets. Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03 final standard on Income Statement: Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance will be effective for us on January 1, 2027. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. Note 3. Property and Equipment Property and equipment consisted of the following: June 30, December 31, 2025 2024 Office equipment $ 13,559 $ 13,559 Accumulated depreciation ( 4,801 ) ( 3,445 ) $ 8,758 $ 10,114 During the six months ended June 30, 2025 and 2024, the Company recorded depreciation of $ 1,356 and $ 2,341 , respectively. Note 4. Intangible Assets Intangible assets consist of the following: June 30, December 31, 2025 2024 Purchased software $ 100,000 $ 100,000 Discord server 249,500 249,500 Right of literary work entitled 160,000 160,000 Less: Impairment - - $ 509,500 $ 509,500 On November 10, 2023, the Company entered into an asset purchase agreement. Under this agreement, the Company agreed to purchase all of the right, title, and interest in and to substantially all of the assets and properties of the sellers, including those used in connection with their business of Discord development, social media, online community management, marketing, and business-to-business software-as-a-service that offers sales, service, marketing, and analytics for the payment of $ 100,000 in cash (“Purchased Software”). The Company determined the Purchased Software has indefinite useful life. 12 On June 21, 2024, the Company entered into an asset purchase agreement. Under this agreement, the Company agreed to purchase all of the right, title, and interest in and to substantially all of the assets and properties owned by the seller and used in connection with its business of Discord development, social media, online community management, marketing, and analytics for the payment of $ 200,000 in cash and the issuance of 25,000 shares of Class B Common Stock valued at $ 9,500 (the “June 2024 Discord Server”). The Company determined the June 2024 Discord Server has indefinite useful life. On November 15, 2024, the Company entered into an asset purchase agreement. Under this agreement, the Company agreed to purchase all of the right, title, and interest in and to the assets, properties and rights owned by the sellers and used in connection with its business of Discord development, social media, online community management, marketing, and analytics for the payment of $ 40,000 in cash, the issuance of 20,000 shares of Class B Common Stock (the “November 2024 Discord Server”), certain consulting arrangements, and a certain potential quarterly performance bonus. The Company determined the November 2024 Discord Server has indefinite useful life. On November 25, 2024, the Company entered into a Purchase Agreement (the “One Step Closer Agreement”) with Jeff Blue (“Owner”) regarding the literary work entitled “One Step Closer: From Xero to #1: Becoming Linkin Park” (the “Work”). Under the terms of the One Step Closer Agreement, the Company has acquired a 50 % ownership interest in the film, TV, streaming, and other media adaptation rights to the Work. The Agreement stipulates several conditions precedent, including approval of the chain-of-title to the Work by the Company, and receipt of necessary tax forms and other documents for payment processing. In consideration of the rights granted, the Company paid $ 160,000 . The Company determined the Work has indefinite useful life. Note 5. Stockholders’ Equity Authorized Capital Stock The Company has authorized 40,000,000 shares of common stock, consisting of 2,000,000 shares of Class A Common Stock and 38,000,000 shares of Class B Common Stock. Preferred Stock The Company shall have the authority to issue the shares of Preferred stock, $ 0.0001 par value per share (“Preferred Stock”) in one or more series with such rights, preferences and designations as determined by the Board of Directors of the Company. Series A Convertible Preferred Stock On May 24, 2024, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada designating 660 shares of the Company’s Preferred Stock, $ 0.0001 par value per share, as “Series A Convertible Preferred Stock,” and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Series A Preferred Stock. Each share of Series A Preferred Stock has an initial stated value (“Stated Value”) of $ 10,000 per share. The Series A Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company unless the holders of the majority of the outstanding shares of Series A Preferred Stock consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series A Preferred Stock. Holders of Series A Preferred Stock will be entitled to receive cumulative dividends, in shares of Class B Common Stock or cash on the Stated Value at an annual rate of 6 % (which will increase to 12 % if a Triggering Event (as defined in the Certificate of Designation) occurs. Dividends will be payable upon conversion of the Series A Preferred Stock or upon any redemption. 13 Holders of Series A Preferred Stock will be entitled to convert shares of Series A Preferred Stock into a number of shares of Class B Common Stock determined by dividing the Stated Value (plus any accrued but unpaid dividends and other amounts due, unless paid by the Company in cash) by the conversion price of the Series A Preferred Stock (the “Conversion Price”). The initial Conversion Price is $ 3.75 , subject to adjustment including adjustments due to full-ratchet anti-dilution provisions. Holders may elect to convert shares of Series A Preferred Stock to Class B Common Stock at an alternate Conversion Price equal to 85 % (or 70 % if the Company’s Class B Common Stock is suspended from trading on or delisted from a principal trading market or upon occurrence of a Triggering Event) of the average lowest daily volume weighed average price of the Class B Common Stock during the Alternate Conversion Measuring Period (as defined in the Certificate of Designation). On January 22, 2025, the Company filed an amendment (the “Fourth Amended Designation”) to the Certificate of Designation of Series A Convertible Preferred Stock of the Company filed with the Secretary of State of the State of Nevada on May 24, 2024, as amended by the Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on June 14, 2024, as amended by the Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on September 4, 2024, as amended by the Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on September 4, 2024 (as amended, the “Certificate of Designation”). The Fourth Amended Designation amended the Certificate of Designation to provide that the term “Floor Price” will be defined as $ 0.18 , subject to adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions. The Fourth Amended Designation became effective immediately upon filing. During the six months ended June 30, 2025, 100 shares of Series A Convertible Preferred Stock valued at $ 1,035,195 including dividend of $ 35,195 converted into 2,539,109 shares of Class B Stock. The Company had 0 and 100 shares of Series A Convertible Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. Class A Common Stock Each share of Class A Common Stock entitles the holder to ten ( 10 ) votes, in person or proxy, on any matter on which an action of the stockholders of the Company is sought and is convertible by the holder into one (1) share of Class B Common Stock. The Company had 1,000,000 shares of Class A Common Stock issued and outstanding as of June 30, 2025 and December 31, 2024. Class B Common Stock Each share of Class B Common Stock entitles the holder to one ( 1 ) vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought. The Company had 15,624,395 and 9,060,965 shares of Class B Common Stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. Fiscal year 2025 During the six months ended June 30, 2025, the Company issued 6,563,430 shares of Class B common stock as follows: ● 2,833,543 shares issued for cash pursuant to a sales agreement; ● 3,677,536 shares issued, including 1,138,427 shares that relate to conversion of Series A Convertible Preferred Stock in 2024; and ● 52,351 shares issued for cashless exercise of warrants. 14 Sales Agreement of Class B Common Stock On September 27, 2024, the Company entered into a Sales Agreement between the Company and A.G.P./Alliance Global Partners (the “Sales Agent”). Pursuant to the prospectus supplement and accompanying base prospectus relating to the offering of the Shares (as defined below), and under terms of the Sales Agreement and the prospectus supplement and the accompanying base prospectus, filed on September 27, 2024, the Company may, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), issue and sell through or to the Sales Agent, up to a maximum aggregate amount of $ 1,791,704 of shares of the Company’s Class B Common Stock, $ 0.0001 par value per share (the “Shares”). In November 2024 and January 2025, the Company filed additional prospectus supplements to the base prospectus to increase the maximum gross proceeds to $ 5,489,399 , as of June 30, 2025. The Company will pay the Sales Agent a cash commission of 3.0 % of the gross sales price of the Shares sold by the Sales Agent pursuant to the Sales Agreement. Pursuant to the terms of the Sales Agreement, the Company also agreed to reimburse the Sales Agent for reasonable fees and expenses, not to exceed $ 60,000 (including but not limited to the reasonable and documented fees and disbursements of its legal counsel), and additional amounts for annual maintenance of the Sales Agreement (including but not limited to the reasonable and documented fees and disbursements of its legal counsel) on a quarterly basis, not to exceed $ 5,000 per quarter. 2022 Equity Incentive Plan The maximum number of shares of Class B Common Stock that may be issued pursuant to awards granted under the 2022 Plan is 550,000 shares. Awards that may be granted include: (a) Incentive Stock Options, or ISO (b) Non-statutory Stock Options, (c) Stock Appreciation Rights, (d) Restricted Stock, the Restricted Stock Units, or RSUs, (f) Stock granted as a bonus or in lieu of another award, and (g) Performance Awards. These awards offer us and our shareholders the possibility of future value, depending on the long-term price appreciation of our Class B Common Stock and the award holder’s continuing service with us. The RSA shares issued to directors vest quarterly for one year from the date of grantee’s appointment as a director. The RSA shares issued to officers vest annually over three years from the grant date. RSA shares are measured at fair market value on the date of grant and stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. For the six months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense of $ 1,067,382 and $ 739,309 , respectively. For the six months ended June 30, 2025, the Company accelerated the vesting of remaining all RSAs and RSAs were fully vested. Warrant A summary of activity during the six months ended June 30, 2025, follows: Weighted Weighted Number of shares Average Exercise Price Average Life (years) Outstanding, December 31, 2024 105,490 $ 11.71 3.92 Granted - - - Expired - - - Exercised ( 73,990 ) ( 3.39 ) - Outstanding, June 30, 2025 31,500 $ 31.25 2.47 All of the outstanding warrants are exercisable as of June 30, 2025. The intrinsic value of the warrants as of June 30, 2025, is $ 0 . Note 6. Subsequent Events Management evaluated all events from the date of the balance sheet through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure other than below. On July 1, 2025, the Company sold the Pure Profits platform to a third party for $ 140,000 . 15