Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
During the period from April 15, 2023, through
April 7, 2026 (the “Reporting Period”), we issued the following unregistered securities. Unless otherwise indicated, share
amounts are presented on an as-issued basis.
Issuances for Services Rendered (Section
4(a)(2))
From April 15, 2023, through April 7, 2026,
we issued an aggregate of 8,139,308 shares of common stock to consultants and other service providers as consideration for bona fide services
(the “SR Issuances”).
These issuances were made in reliance on
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as transactions not involving a public offering.
Each recipient represented investment intent, had access to information necessary to make an informed investment decision, and was sophisticated
within the meaning of the federal securities laws. No general solicitation or general advertising was used. The shares are “restricted
securities” under Rule 144; appropriate restrictive legends and stop-transfer instructions were, or will be, applied.
Private Placements for Cash (Rule 506(b))
In June 2025, we completed a private placement
of Units, each Unit consisting of two (2) shares of common stock and one (1) warrant to purchase one share of common stock. We sold 405,092
Units at $8.64 per Unit for gross proceeds of $3,500,000. The accompanying warrants carry a $4.32 per-share exercise price and are otherwise
on customary private-placement terms. In total, the Unit sale resulted in the issuance of 810,184 common shares and 405,162 warrants.
These sales were made in reliance on Rule
506(b) of Regulation D. We did not use general solicitation or advertising. All purchasers were (or were represented to be) accredited
investors within the meaning of Rule 501(a). Each purchaser represented investment intent and was afforded access to information necessary
to make an informed investment decision. Certificates or book-entry statements bear appropriate restrictive legends, and stop-transfer
instructions were issued. We have filed or will file a Form D and make any required state notice filings.
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Use of proceeds: All cash proceeds from this financing
were used to purchase parts and accessories for VenHub Smartstore testing and units for sale, consistent with our financial statement
disclosures.
Issuance Pursuant to Settlement with
TGAA (Section 4(a)(2))
On May 15, 2025, we issued 3,462,375 shares of
common stock to the TGAA parties in connection with a settlement agreement (the “TGAA Settlement”). Under that agreement,
the TGAA parties agreed to forfeit 100,000 shares to treasury upon a direct listing of our common stock, resulting in 3,362,375 shares
held by the TGAA parties upon listing. These securities were issued in reliance on Section 4(a)(2) of the Securities Act; no fairness
hearing occurred. No general solicitation or general advertising was used. Certificates or book-entry statements bear appropriate restrictive
legends, and the shares are subject to transfer restrictions.
Regulation CF — Series B Preferred
Beginning in April 2024, we conducted a Regulation
CF offering of our Series B Preferred Stock, under which we sold 675,015 shares of Series B Preferred for aggregate proceeds of $2,735,670.99
at an average price of $4.05 per share. Prior to receiving payment, 3,943 of those shares were issued, for which the Company never received
payment. The Series B Preferred converts into common stock on a 1:1 basis on or about September 30, 2025 (conversion solely for illustration
of potential dilution; the sales reported here were the unregistered Reg CF sales of preferred shares).
Use of proceeds: Amounts raised under Regulation
CF were used to purchase parts and accessories for VenHub Smartstore testing and units for sale.
Additional Information Applicable to
All Unregistered Sales
Except as described above, no underwriters were
involved in the foregoing transactions, and no underwriting discounts or commissions were paid by us (other than any ordinary 506(b)
placement-agent compensation, if applicable, which would be disclosed in our financial statements or a subsequent amendment). The foregoing
offers and sales were made without registration under the Securities Act, and the securities may not be offered or sold in the United
States absent registration or an applicable exemption from registration. We believe the above transactions were exempt from registration
as noted, did not involve a public offering, and were conducted in compliance with applicable state securities (“blue sky”)
laws.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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