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Item 2. Unregistered Sales of Equity Securities

2026-08-12 compared with 2026-05-12 · 11 added, 72 removed, 3 unchanged (97% of the section changed)

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

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.

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

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;

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

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”)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the period from April 11, 2026, through June 30, 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))

During the three months ended June 30, 2026, we issued an aggregate of 5,335,000 shares of our common stock to consultants and other service providers as consideration for bona fide services.

The shares were issued in transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

The resale of certain of these shares was subsequently registered pursuant to a registration statement on Form S-1, which became effective on July 10, 2026.

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.

DEFAULTS UPON SENIOR SECURITIES.

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