Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market
Information
Our
common stock is trading on the Nasdaq Capital Market under the symbol “YHC.”
Holders
As of March 31, 2025, we had approximately 30 individual shareholders
of record of our common stock. We believe that the number of beneficial owners of our common stock is greater than the number of record
holders, because a number of shares of our common stock are held through brokerage firms in “street name.”
Dividend
Policy
We
have never declared or paid any cash dividend on our common stock. We do not intend to pay cash dividends to our stockholders in the
foreseeable future. We currently intend to retain all our available funds and future earnings, if any, to finance the growth and development
of our business. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors and
will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions,
business prospects and other factors our Board of Directors may deem relevant.
Securities
Authorized for Issuance under Equity Compensation Plans
In February 2021 our Board of Directors
and our stockholders approved our 2021 Equity Incentive Plan (the “2021 Plan”) as amended by Amendment No. 1 which was approved
by our Board of Directors and stockholders on March 10, 2023, and by Amendment No.2 (“Second Plan Amendment”) which was approved
by our Board and stockholders. The 2021 Plan governs equity awards to our employees, directors, officers, consultants and other eligible
participants. In accordance with the Second Plan Amendment, which was approved by the stockholders of the Company on December 19, 2024
the total number of shares that may be subject to awards under the 2021 Plan was increased by additional 2,928,750 shares. In addition,
the 2021 Plan allows for an automatic increase of number of shares subject to the 2021 Plan at the beginning of each fiscal year beginning
with the 2025 fiscal year, in an amount equal to the least of (a) 500,000 shares, (b) a number of shares equal to four percent (4%) of
the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal
year, and (c) such number of shares determined by the administrator of 2021 Plan no later than the last day of the immediately preceding
fiscal year. As of March 31, 2025, the maximum number of shares of our common stock that may be subject to awards under the 2021 Plan
is 3,500,000.
The
types of awards permitted under the 2021 Plan include nonqualified stock options, incentive stock options, stock appreciation rights,
restricted stock, restricted stock units, performance shares, performance units and other awards. Each option shall be exercisable at
such times and subject to such terms and conditions as the Board of Directors of the Company may specify.
The
2021 Plan is administered by our Compensation Committee which shall have the power and authority to grant awards consistent with the
terms of the 2021 Plan, including the power and authority: (i) to select the individuals to whom awards may from time to time
be granted; (ii) to determine the time or times of grant, and the extent, if any, of incentive stock options, non-qualified
stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based
awards, and dividend equivalent rights, or any combination of the foregoing, granted to any one or more grantees; (iii) to
determine the number of shares of stock to be covered by any award; (iv) to determine and modify from time to time the terms
and conditions, including restrictions, not inconsistent with the terms of the 2021 Plan, of any award, which terms and conditions
may differ among individual awards and grantees, and to approve the forms of award certificates; (v) to accelerate at any time
the exercisability or vesting of all or any portion of any award; (vi) subject to the provisions of the 2021 Plan to extend at
any time the period in which stock options may be exercised; and (vii) at any time to adopt, alter and repeal such rules,
guidelines and practices for administration of the 2021 Plan and for its own acts and proceedings as it shall deem advisable; to
interpret the terms and provisions of the 2021 Plan and any award (including related written instruments); to make all
determinations it deems advisable for the administration of the 2021 Plan; to decide all disputes arising in connection with the
2021 Plan; and to otherwise supervise the administration of the 2021 Plan. All decisions and interpretations of the administrator
shall be binding on all persons, including the Company and the 2021 Plan grantees.
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The
table below sets forth information as of December 31, 2024.
Plan Category
Number of
securities to
be issued
upon
exercise of
outstanding
options,
and rights
Weighted-
average
exercise
price of
outstanding
options,
and rights
Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column
Equity compensation plans approved by security holders
209,845
$ 10.90
2,773,750
Equity compensation plans not approved by security holders
-
-
-
Total
209,845
$ 10.90
2,773,750
Recent
Sales of Unregistered Securities
On May 19, 2024, the Company entered
into Share Exchange Agreement with a Director (the “Seller”) of Cannon Estate Winery Ltd., a British Columbia corporation
to consummate an acquisition of approximately 9.99% of Common Shares of Cannon by the Company. Pursuant to the Agreement, the Seller
transferred and delivered to the Company 113,085 of the Common Shares of Cannon and in exchange the Company issued and deliver to the
Seller 750,000 shares of the Company’s common stock.
On October 15, 2024, the Company entered into Lazar Purchase Agreement
pursuant to which Company issued to Lazar 1,101,818 shares of common stock at a price of $0.55 per share for aggregate proceeds of $606,000.
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On December 19, 2024 the Company entered into
independent director agreements with newly elected and appointed directors Mr. Yilin Lu, Mr. Hong Chun Yeung, Mr. Lijun Chen and Dr. Jing
Lu, pursuant to which each director shall receive an equity compensation in a form of 50,000 restricted stock units, vesting in eight
(8) equal quarterly installments commencing in the first quarter of 2025, provided that such directors remain in continuous service of
the Company on such dates granted. In October and December 2024, three directors Jay Dhaliwal, James Huber and Gary Herman resigned as
a member of board. Following their resignation, the unvested restricted stock units (“RSUs”) to them were cancelled. As of
December 31, 2024, total RSUs 209,845 remained outstanding.
On December 30, 2024, the Company issued 4,352,727 shares of common
stock at a price of $0.55 per share, and a five-year warrant to acquire up to 10,909,090 shares of common stock at an exercise price of
$0.55 per share to the Lazar Assignees pursuant to the Lazar Purchase Agreement.
On
December 30, 2024, the Company issued 636,400 shares of common stock to various investors pursuant to Securities Purchase Agreement at
a price of $0.55 per share for aggregate gross proceeds of $350,020.
Unless
otherwise stated above, the issuances of the securities listed above were made in reliance upon exemptions provided by Section 4(a)(2) of
the Securities Act and/or Rule 506(b) of Regulation D and/or Regulation S thereunder for the offer and sale of securities
not involving a public offering.
No
underwriter was engaged in connection with the foregoing sales of securities. The Company has reason to believe that all of the foregoing
purchasers were familiar with or had access to information concerning the operations and financial condition of the Company, and all
of those individuals or entities purchasing securities represented that they were accredited investors, acquiring the shares for investment
and without a view to the distribution thereof. At the time of issuance, all of the foregoing securities were deemed to be restricted
securities for purposes of the Securities Act and the certificates representing such securities bore legends to that effect.
Purchases
of Equity Securities by Issuer and Its Affiliates
In August 2023, the Company’s Board of Directors
approved a share buyback program under which the Company can repurchase up to 20% of its common stock in open market and privately negotiated
purchases, in compliance with Rule 10b-18 under the Exchange Act. The Company engaged and entered into an agreement with Dominari Securities
LLC (“Dominari”) on August 28, 2023, to effect the share buyback program. The share buyback program commenced on, or about,
September 8, 2023. Dominari shall determine, in its sole discretion, the timing, amount, prices and manner of purchase of securities during
such period. The share buyback program does not obligate the Company to acquire any particular amount of common stock, and the program
may be suspended or discontinued at any time. During the year ended December 31, 2023, 865,070 shares of the Company were purchased at
a cost average of $1.7 per share in accordance with Rule 10b-18. During the year ended December 31, 2024, 190,628 shares of the Company
were purchased at a cost average of $2.9 per share in accordance with Rule 10b-18.
Period (In millions, except share and per share data)
Total
number
of shares
purchased (1)
Average
price paid
per share (2)
September 8 – December 19, 2023
865,070
$ 1.7
January 4 – January 5, 2024
190,628
2.9
Total
1,055,698
$ 1.9
(1)
On
August 25, 2023 the Company announced that the Board authorized an up to 20% share buyback program, which does not have an expiration
date. From the inception of the share buyback program on September 8, 2023, through December 19, 2023, the Company has purchased
a total of 865,070 shares of the Company’s common stock at an average price of $1.7 per share for a total purchase price of
$1,440,852. In January 2024, the Company purchased a total of 190,628 shares of the Company’s common stock at an
average price of $2.9 per share.
(2)
Average
price paid per share excludes costs associated with the repurchases.
Use
of Proceeds from our Initial Public Offering of Common Stock
Not applicable.
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ITEM
6. RESERVED