Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
In addition to the issuances of unregistered securities
described in the Current Reports on Form 8-K filed by the Company with the SEC, during the second quarter of 2025 ended June 30, 2025
the Company issued the following equity securities which were not registered under the Securities Act.
On April 2, 2025, the Company issued 2,857 shares
of common stock (on post-split basis) to its former president and member of the Board, David Lazar, in accordance with his separation
agreement with the Company.
On June 30, 2025, the Company issued 179 shares
of common stock (on post-split) basis to each of the following members of the Board: Hong Chun Yeung, Jing Lu, Lijun Chen, Yilin Lu,
due to conversion of restricted stock units granted to each of them in accordance with their directors agreements on December 19, 2024
into shares of common stock.
On June 30, 2025, the Company issued 89 shares
of common stock to Sean Dollinger, its Chief Executive Officer and member of the Board due to conversion of 89 restricted stock units
granted to him on August 9, 2023 into shares of common stock.
On June 30, 2025, the Company issued 33,000 shares
of common stock to Integris Ventures LLC, pursuant to advisory services agreement.
Unless otherwise noted, the securities above
were issued pursuant to the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506 of Regulation
D promulgated under the Securities Act, in light of the fact that none of the issuances involved a public offering of securities and
no solicitation or advertisements for such securities were made by any party.
Purchases of Equity Securities by Issuer and
Its Affiliates
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
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