What changed in this filing

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Item 1. Business

2026-09-21 compared with 2025-08-13 · 362 added, 384 removed, 36 unchanged (95% of the section changed)

March 18, 2024, the Company entered into a share purchase agreement (the “Purchase Agreement”) and a share exchange agreement

(the “Exchange Agreement”) to acquire 70% of Yuanyu Enterprise Management Co., Limited (“YYEM”) from Mr.

Zhou, the sole shareholder of YYEM (“YYEM Seller”) for a combined $56 million (the “Acquisition”).

$16.5 million

of this amount was paid in cash on March 20, 2024, pursuant to the Purchase Agreement to acquire 20% of YYEM.

November 21, 2024, following The Nasdaq Stock Market LLC’s (“Nasdaq”) approval of the new listing application

submitted to it in connection with the Acquisition, the Company completed the purchase of 5,000 ordinary shares of YYEM,

representing 50% of the issued and outstanding ordinary shares of YYEM, for 8,127,572 newly issued shares of the Company’s

common stock, par value $0.001 per share (the “Common Stock”) to the YYEM Seller, representing 55.8% of the issued and

outstanding shares of Common Stock as of the date of the closing (the “Share Exchange Transaction”).

As an inducement to the Company to complete the Acquisition,

YYEM agreed, pursuant to the Exchange Agreement, to make several installment payments to the Company totaling $5,000,000 in aggregate.

As part of the transaction, the Company agreed to sell its wholly owned subsidiary, Slinger Bag Americas Inc., to a newly established

Florida limited liability company called J&M Sports LLC (“J&M”), which is owned by Yonah Kalfa, former Chief Innovation

Officer and director of the Company;

Mike Ballardie, former President, Chief Executive Officer, Treasurer and director of the Company;

Juda Honickman, former Chief Marketing Officer of the Company;

and Mark Radom, former general counsel and Secretary of the Company.

November 21, 2024, the Company entered into a separation and assignment agreement (the “Separation Agreement”) with J&M

to sell, transfer, and assign all or substantially all of its legacy business, assets, and liabilities related to or necessary for the

operations of its “Slinger Bag” business or products (the “Legacy Business”) to J&M, in consideration for

Pursuant to the Separation Agreement, J&M obtained the sole right to and assumed all the obligations of the Legacy Business

and is liable to the Company for any losses from third-party claims against the Company that arise from liabilities related to the Legacy

Business (the “Separation”).

As a result of the completion of the Acquisition, on November 21, 2024, the Company’s directors

and officers resigned from their positions on November 21, 2024.

On November 19, 2024, prior to the resignation of all of the directors

of the Company, the Company’s Board of Directors (the “Board”) appointed five new directors, with such appointment taking

effect on November 21, 2024 upon the closing of the Acquisition.

YYEM became the Company’s sole operating subsidiary.

Technology Licensing

in November 2021, YYEM is based in Hong Kong and operates in the emerging love and marriage market sector.

mission is to empower global connections through innovative matchmaking technology.

Through YYEM, we own advanced patents and other

proprietary technology which we license out, and we are using this intellectual property to develop an AI-powered matchmaking

platform to license to partners worldwide, enabling them to create localized matchmaking experiences tailored to their specific

markets and cultures.

We believe our pioneering technology has the power to transform the matchmaking industry, leading to greater

success for our licensees and their clients, and ultimately leading to more people finding successful life partnerships.

YYEM company was founded on the principle that love is universal but dating and marriage customs vary widely across cultures.

providing highly relevant patents, and a flexible, customizable matchmaking app framework, we aim to enable our partners to develop

matchmaking services that resonate with local users while benefiting from our advanced matching algorithms, safety features, and

November 21, 2024, the Company completed the acquisition of Yuanyu Enterprise Management Co., Limited (“YYEM”), for a combined

$56 million in cash and shares, following The Nasdaq Stock Market LLC’s (“Nasdaq”) approval of the new listing application

submitted to it in connection with the acquisition.

As part of the transaction, the Company agreed to sell its wholly owned subsidiary,

Slinger Bag Americas Inc., to a newly established Florida limited liability company owned by members of the Company’s prior management

On November 21, 2024, five new individuals assumed their positions on the Company’s Board of Directors (the “Board

of Directors” or the “Board”), and YYEM which licensed out intellectual property to companies in the online dating

industry, became the Company’s sole operating subsidiary.

January 30, 2026, the Company completed the acquisition of the holding company of Rafael AI Sdn.

(“Rafael AI”, known

at the time as 26 Rafael Sdn.

Bhd.), an AI-specialist company based in Malaysia, for $140 million in USDT, with Rafael AI becoming a

wholly owned subsidiary of the Company.

July 30, 2026, the Company completed the acquisition of 97% of Hongkong Best Life Trade Co., Limited (“Best Life”), an

international trading company, for $50 million in a combination of cash and stablecoin, with earn-outs payable if Best Life achieves

certain performance milestones.

Rafael AI, the Company provides “data-to-AI” end-to-end solutions, which are full-cycle services designed to empower enterprises

to transition seamlessly from raw data to intelligent applications.

This business is structured around five interconnected AI-related

modules, together forming a closed-loop system in which data generation, model refinement, and operational feedback continuously reinforce

Its services are tailored to specialist industries such as healthcare, industrial manufacturing, and autonomous driving

We recorded $6.6 million of revenue from our AI services business in the final quarter of our financial year ended April 30, 2026, which

was the period during which Rafael AI was our subsidiary.

YYEM, the Company owns patents and other proprietary technology for licensing out to partners worldwide, enabling them to create localized

matchmaking experiences tailored to their specific markets and cultures.

By providing such patents, we aim to enable our partners to

develop matchmaking services that resonate with local users while benefiting from advanced matching algorithms, safety features, and

engagement tools.

possess six technologies related to the metaverse and five AI matchmaking patents, which together enable access to both Augmented Reality

(AR) and eXtended Reality (XR), enhancing our future revenue growth potential in the online matchmaking segment.

Our AI technology is

also designed to integrate with existing Big Data models and other larger AI models, such as Huawei Pangu, Baidu 6 Wenxinyiyan, Alibaba

Tongyi, and Tencent Hunyuan.

Through interrogating and analyzing available Big Data, our intellectual property aims to support the identification

of our licensees’ target subscriber base, while providing subscriber profile analysis and connecting to our AI matchmaker platform,

all with the goal of helping our licensees deliver effective matchmaking services both online and in person and helping their clients

find successful life partnerships.

revenue model is based on licensing fees with our partners, which we intend to bolster through the development

or acquisition of additional patents.

aim to pioneer a new approach to matchmaking.

Our strategy is built on three core pillars:

Technological

We will invest in R&D, predominantly through our relationships with our trusted outsourcing companies, to become a leading

supplier of matchmaking technology.

Our AI-powered matching algorithms, advanced safety features, and engagement tools will be designed

to create meaningful connections while prioritizing user safety and authenticity.

Adaptability:

Our platform is being built with flexibility in mind, allowing partners to easily customize the user experience and features

to align with local cultural norms and preferences.

This approach will better ensure that each app feels native to its market while benefiting

from our global expertise.

We plan to offer our partners support, including technical integration, marketing strategies, and ongoing optimization.

Our success will be tied to the success of our partners, creating a symbiotic relationship that will help to drive innovation and growth.

believe that by enabling our partners to customize our AI-powered platform for local preferences and practices, each app can present

a unique value proposition to its respective target user base.

features of our technology, offered now or in development, include:

matching algorithms that learn and improve based on user behavior and feedback;

capabilities for more natural meetings in cyberspace;

safety features, including photo verification, message filtering, and real-time moderation;

tools such as virtual events and video chat integration;

monetization options to suit different market needs;

analytics and reporting to help partners optimize their apps.

team has a strong track record in both matchmaking technology and international business.

We intend to leverage this expertise not only

to improve our core technology but also to offer our partners help in navigating the complexities of launching and growing matchmaking

apps in diverse markets.

ahead, we see promising opportunities for growth as more people around the world embrace technological assistance with matchmaking, particularly

AI-driven assistance.

By empowering local entrepreneurs and established companies to create culturally relevant matchmaking apps, we

believe we will expand our reach and impact far beyond what we could achieve with a single, global app.

We generated royalties of $12.8 million in our financial year ended April

Our operating subsidiary, YYEM, is also developing a social networking

vertical to create and sell content to TikTok for its users in the Middle East and North Africa (the “MENA region”), which

we anticipate will provide an independent revenue stream capitalizing on TikTok’s strength in the MENA region relative to the uncertainty

the app faces in the United States.

Under a Multi-Channel Network (MCN) agency services agreement signed with TikTok in February 2025,

YYEM will procure the production of content to be live-streamed or served as videos to TikTok’s multitude of users in the MENA region.

This is expected to include engaging broadcasts across various categories, such as sports, gaming, and lifestyle topics, produced by popular

Twitch hosts and other influencers within the network that YYEM is developing.

We anticipate that YYEM’s new vertical will also

include live-streaming, voice chat rooms, gaming, and influencer-driven user-generated content.

The fees generated by this arrangement

with TikTok will depend on the rate of conversion by TikTok end-users.

global online dating market is worth multiple billions of dollars annually, with most estimates of dating app revenue being between $6

billion and $9 billion in each of 2023 and 2024.

Global growth is forecast to be between 6% and 9% per year through the rest of the decade.

A disproportionate amount of this revenue is generated by a few public companies in the United States (most notably Match Group), where

the market is mature, technology is well integrated in people’s lives, and penetration rates are high.

through YYEM, has focused its efforts on building relationships with clients focused on markets outside North America, where the

competition is more dispersed, penetration rates are lower, and the room for growth is greater.

We are not aware of any competitor

technology companies that specialize in providing technology to online dating companies as we do.

the Asia Pacific region (in this case, Japan, Hong Kong, and Southeast Asia), there is a wide diversity of opportunity.

urbanized hubs in Japan and Singapore, as well as parts of Thailand and the Philippines, have relatively high app adoption among

young adults.

Japan’s cultural dynamics, with ritualized dating norms, relatively late marriages, and heavy smartphone use,

help to create a sizable paying user base.

Hong Kong is a high-connectivity market, as well, with near-universal internet and mobile

usage, which supports app adoption, although the absolute market is small due to the population size of the territory.

time, Southeast Asia also has many less-urbanized areas with lower smartphone usage and fewer opportunities for monetization per

These areas, however, have strong growth potential because the population will generally connect to the internet almost exclusively

through their phones rather than through computers, fostering mobile-first social behavior and increasing comfort with apps of all

kinds, and because the proportion of youth in its population is typically higher.

(including the UK) is a mature market with broad app awareness.

Culturally, Europe is generally more similar to the United States than

Asia is, enabling the major U.S.-based players to gain market share more easily.

The penetration rate among urban 18- to 34-year-olds

is high, comfortably exceeding 10% in numerous jurisdictions, which provides a solid base for monetization but translates into lower

projected growth rates.

Online dating companies must contend with strict data privacy regulation in Europe, which requires greater expenditure

but arguably bolsters the long-term prospects of the market, given the trust it engenders.

Africa is far smaller in scale than either Asia Pacific or Europe, but its growth prospects are promising.

South Africa’s

online dating app market generated just over $200 million in revenue in 2023, but generally monetization is harder elsewhere in the

region, with low average revenue per user.

Mobile internet access and smartphone ownership are rising fast but still are

substantially lower than global averages, which constrains absolute penetration of dating apps despite strong potential interest in

urban youth segments of the societies.

Given the low established base, growth prospects are significant, with important factors

being localization (with cultural and religious conservatism impacting product design) and low cost (given the economic challenges

associated with operating in developing economies).

cultural and religious conservatism prevalent in parts of Sub-Sharan Africa stands in contrast with the more secular traditions of

much of Europe.

Europe’s culture of individualism stands in contrast with Asia Pacific’s emphasis on societal values.

The need for advanced features to gain traction in a mature market such as Europe stands in contrast with the need for the more

basic, low-cost model needed for Sub-Saharan Africa.

Our technology licensing business generated royalties of $7.3 million in our financial year ended April 30, 2026.

subsidiary YYEM also provides digital marketing solution services related to performance advertising across diversified advertising channels

such as Google, TikTok, and Meta.

Services typically include marketing strategy and planning;

platform account setup and media placement;

production of advertising creative (video and other content);

and ongoing campaign monitoring, analytics, optimization, and reporting.

We have developed key relationships integral to this business, both with companies seeking to promote their products and services and

with companies that have direct buying relationships with the platforms, which we are leveraging as we build market share.

This business

generated $12.0 million of revenue in our financial year ended April 30, 2026.

International

Best Life, acquired after the most recent financial year end, the Company engages in the international trading business.

a cross-border consumer-goods distribution and e-commerce business, leveraging direct brand sourcing, import expertise, bonded warehousing,

platform operations, offline retail access, and selected private-label development to sell Japanese and other international consumer

products across China and other overseas markets.

It has in place business relationships with brand owners and manufacturers upstream

and with e-commerce platforms, supermarkets, specialty retailers, and online resellers downstream, including such names as Alibaba Health

Hong Kong, AlipayHK, Tmall, Taobao, and Cainiao, each relationship supported by formal cooperation agreements.

While Best Life historically

has focused on Asia, it has recently launched an international expansion program to the UK, the U.S., Canada, and New Zealand.

market for artificial intelligence (“AI”) services has experienced significant growth in recent years as businesses increasingly

seek to incorporate AI technologies into their operations, products, and decision-making processes.

According to Gartner, Inc., worldwide

spending on AI services is expected to total approximately $586 billion in 2026, rising to $759 billion in 2027, a CAGR of 30%, reflecting

continued enterprise investment in AI implementation, integration, and optimization services.

While early enterprise adoption frequently

relied on general-purpose AI models developed by third parties, there is an increasing trend toward developing, training, and fine-tuning

AI models using an organization’s own proprietary data.

This approach enables enterprises to develop AI systems that are tailored

to their specific business processes, industry requirements and operational objectives, while maintaining greater control over data governance,

security, and regulatory compliance.

demand for enterprise AI solutions has grown, a market has emerged for specialized AI service providers that support the full lifecycle

of AI development.

These providers typically offer services including data collection and preparation, data annotation and labeling,

model training and fine-tuning, deployment, integration with existing enterprise systems, and ongoing monitoring and optimization.

providing integrated, end-to-end solutions, these service providers assist enterprises in developing and deploying AI applications while

reducing the complexity associated with implementing and maintaining AI systems.

global online dating market is a multibillion-dollar industry.

Depending on the definition and methodology used, major market estimates

from the likes of Statista and Grand View Research put global online-dating and dating-app revenue in the roughly $6 billion to $9 billion

range in 2023 and 2024.

A disproportionate amount of this revenue is generated by a few public companies in the United States (most notably

Match Group), where the market is mature, technology is well integrated in people’s lives, and penetration rates are high.

Company has focused its efforts on building relationships with clients focused on markets outside North America, where the competition

is more dispersed, penetration rates are lower, and the room for growth is greater.

and marriage customs vary widely across cultures.

The cultural and religious conservatism prevalent in parts of Sub-Sharan Africa stands

in contrast with the more secular traditions of much of Europe.

Europe’s culture of individualism stands in contrast with Asia

Pacific’s emphasis on societal values.

The need for advanced features to gain traction in a mature market such as Europe stands

in contrast with the need for the more basic, low-cost model needed for Sub-Saharan Africa.

These differences suggest the benefits of

a localized approach to online dating.

the past popularity of online dating and the success of online dating companies, there has recently been growing resistance to dating

apps, whether localized or not, with many single people claiming to value the spontaneity and connection of in-person meet-ups.

“swipe right fatigue” has contributed to a decline in the stock prices of the biggest companies in the online dating industry,

including Match.com and Bumble, with one February 2026 report showing that a basket of leading dating app stocks lost 38% of value since

Declining paying users, slowing revenue growth, and increased competition have been key factors in this decline.

By contrast, a

range of industry experts, such as S&S Insider, GlobalDatingInsights.com, and Custom Market Insights, have observed that the online

dating markets in less mature economies such as India, Indonesia, and elsewhere in Asia, have been growing significantly.

digital advertising market has become one of the largest and fastest-growing segments of the global media industry, with advertisers

increasingly allocating marketing budgets to performance-driven channels such as Google, Meta, and TikTok.

These platforms provide unparalleled

audience reach, sophisticated targeting capabilities, and measurable return on investment, making them essential components of modern

customer acquisition strategies.

As digital advertising ecosystems have grown more complex, advertisers have increasingly relied on specialized

intermediaries to navigate platform requirements, optimize campaign performance, and access inventory efficiently.

this ecosystem, companies that act as intermediaries between advertisers and authorized platform partners can play a critical role.

businesses connect brands, agencies, and other advertising demand sources with entities that maintain the commercial relationships, technical

integrations, and billing infrastructure necessary to purchase advertising across major digital platforms.

These intermediaries reduce

operational complexity for both advertisers and platform partners while enabling scalable access to the world’s leading digital

advertising channels.

the market’s attractive long-term growth characteristics, intermediaries in the digital advertising ecosystem operate in a highly

competitive environment characterized by pricing pressure, customer concentration risk, and dependence on a relatively small number of

large platform partners.

Gross margins are typically thin, reflecting the limited pricing power of intermediaries relative to both the

major advertising platforms and the customers they serve.

As platforms seek to capture a greater share of the economics through direct

relationships and advertisers demand lower fees and higher service levels, intermediaries are often squeezed from both sides of the value

These dynamics can compress profitability to very low levels and, in some cases, result in negative operating margins, particularly

for smaller or less differentiated providers that do not offer value-added services such as campaign strategy, content creation, and

data analytics.

International

international import and export industry is a highly competitive and globalized sector that facilitates the movement of consumer goods

across geographic markets and connects manufacturers, suppliers, distributors, wholesalers and retailers.

Participants in the industry

may source products from multiple countries and sell them into domestic and international markets, often relying on extensive supplier,

customer, transportation and logistics networks.

The industry encompasses a broad range of consumer products and is influenced by consumer

preferences, purchasing patterns, economic conditions, product availability, pricing and the ability of businesses to efficiently manage

international supply chains.

Companies operating in this industry may compete on the basis of product selection, price, quality, reliability

of supply, speed of delivery, customer relationships.

and the ability to identify and respond to changes in market demand.

overall addressable market is extremely large;

global merchandise trade is measured in the tens of trillions of dollars annually, with

worldwide merchandise trade continuing to expand over the long term.

The World Trade Organization has reported that worldwide merchandise

trade value increased approximately 6% year-over-year during the first half of 2025, while clothing, agricultural products, and other

manufactured goods continued to represent significant categories of international trade.

For a company focused specifically on consumer

goods, the relevant total addressable market is therefore a substantial subset of the broader global merchandise trade market, potentially

representing several trillion dollars of annual cross-border transaction value, depending on the products and geographies served.

single company controls a meaningful portion of the overall consumer-goods import/export market because trade is divided across thousands

of product categories, countries, suppliers and distribution channels.

Competition is primarily based on pricing, access to suppliers

and customers, product availability, reliability, speed of delivery, regulatory expertise, and working-capital capacity.

Successful importers

and exporters must develop relationships with manufacturers, distributors, and retailers, understand product specifications and local

market requirements, manage customs and documentation, arrange international transportation and warehousing, and navigate tariffs, duties,

product standards, and other regulatory requirements.

These capabilities can create meaningful barriers to entry for smaller or inexperienced

participants, particularly when operating across multiple jurisdictions.

international nature of the industry exposes participants to a variety of economic, political, and regulatory conditions in the countries

in which they source, sell, transport, or distribute products.

The industry is also subject to changing consumer preferences, technological

developments and evolving methods of sourcing and distribution.

The ability to maintain reliable supplier and customer relationships,

anticipate demand, efficiently manage inventory and logistics, comply with applicable customs and trade regulations, and respond rapidly

to changes in global market conditions is critical to maintaining a competitive position and achieving profitable growth.

and Strategies

Directors believe that our success is attributable to, among other things, the following competitive strengths:

proprietary technology :

Underpinning our business is a portfolio of patented proprietary technology that incorporates artificial

intelligence and metaverse technology.

Our AI technology helps our licensees to identify potential customers, match customers

with potential partners, and screen out malicious actors, while our metaverse technology brings our licensees closer to the next

stage of connectivity:

dating in cyberspace.

Our business provides end-to-end full-cycle services, avoiding the need for customers to retain multiple service providers

and integrate the various providers’ results.

Our service offering is designed to be seamless, empowering enterprises to transition

from raw data to intelligent applications.

This also assists with confidentiality, given the lower number of service providers and

the fewer opportunities for data leaks.

We use customers’ own data to train AI models in a closed-loop system which helps the

models to be tailored to the customers’ needs.

This business is structured around five interconnected AI-related modules, together

forming a closed-loop system in which data generation, model refinement, and operational feedback continuously reinforce one another.

The services we offer are tailored to specialist industries such as healthcare, industrial manufacturing, and autonomous

driving, helping to make us a more attractive option for companies in those industries when compared to providers of generic AI services.

adaptability :

6 unchanged sentences

While we strive to ensure the long-term

success of these partners, our license agreements provide for fixed payments, which provides greater predictability of financial

results by insulating us from the vagaries of the consumer-facing market.

goal is to become a leading provider of technology to online dating companies around the world.

To this end, we plan to carry out, or

are in the process of carrying out, the following strategies:

of core technologies :

Continue iterative development of the Company’s core technology offering, refining existing technology,

extending the capabilities of the technology, and acquiring or developing new patents and other IP to add to the Company’s

technology offering.

Consider expansion to Mainland China, where the penetration rate of online dating apps is reported to be roughly a

third of that in the United States, presenting a strong growth opportunity in a familiar market.

Capitalize on the next version of the worldwide web, known as Web3.

The Company believes its technology, with its AI

component and its focus on the metaverse, is particularly well suited to the coming Web3 era, which will also involve blockchain technology

and so-called tokenomics, areas that the Company intends to leverage either itself or through tools provided to customers.

Diversification

of revenue streams :

The Company has recently launched a new vertical centered on social networking applications to diversify

its revenue streams.

We intend to build out this vertical while considering additional sources of revenue to further diversify our

revenue streams.

success of these partners, our license agreements provide for fixed payments, which affords greater predictability of financial results

by helping to insulate us from the vagaries of the consumer-facing market.

relationships :

We have contracts in place with several key players who work with Google, TikTok, Meta, and other platforms to

place ads on these platforms.

We have also been building our reputation among companies seeking to advertise on these platforms,

and we have developed relationships with several of them with significant spending power.

We go beyond introductions to facilitate online advertising campaigns.

Our staff has expertise in designing and

implementing campaigns — from conceptualizing themes to devising presentations (e.g., onscreen product placement vs.

traditional ads) to producing content and analyzing effectiveness, all of which we expect will help to preserve our role in the

Win business from one to three prominent companies in each vertical industry in order to establish our reputation

as a provider of high-quality services in this area.

Work with agents, rather than chasing end users, arming the agents with case studies, white papers, demonstrations,

and ROI tools.

Through participation in panels, internet postings, and references in industry articles, we will aim to build the

perception in each vertical that Rafael AI is a leading AI expert in the data-to-AI industry, not “just another” AI-related

Update the Company’s core technology offering, refining the existing technology, extending the capabilities

of the technology, and acquiring or developing new patents and other IP to add to the Company’s offering.

Secure customers to replace recently terminated contracts, focusing initially on Southeast Asia, where the trajectory

of the online dating market is strong.

New customers:

Expand our customer base by investing in our direct sales and business development capabilities to acquire new customers across targeted

industries and geographic markets, with a particular focus on advertisers seeking to simplify the management of campaigns across

multiple digital advertising platforms.

Existing customers:

Increase the share of advertising expenditure managed through our platform by expanding our relationships with existing customers.

We plan to enhance our technology, analytics, and campaign optimization capabilities and to expand the advertising channels and formats

available to customers.

By demonstrating measurable campaign performance and providing advertisers with greater efficiency and visibility

into their advertising expenditures, we seek to increase customer retention, customer spending, and lifetime customer value.

Network expansion:

our network of strategic relationships with digital advertising platforms, publishers, data providers, and other technology and distribution

Increasing the breadth of platforms accessible through us may enable customers to manage a greater portion of their digital

advertising activities through a single solution while expanding the markets and advertising inventory available to us.

and Marketing

is a business-to-business, or B-to-B, player, licensing its technology to companies who understand the retail market in their respective

Currently, our Company, through YYEM, has three main licensees covering distinct geographic regions:

one based in Hong Kong

for rights to use the IP in Japan and South Korea among other locations;

one in the UK for rights to use the IP in the UK and Europe;

AI’s main clients are technology companies in the software and IT services industries, who in turn have relationships with companies

in such specialized areas as healthcare, industrial manufacturing, and autonomous driving.

We believe that working with such agents, rather than chasing end users, is a more effective way of acquiring clients

since these parties often already have relationships with the end users.

is a business-to-business, or B2B, player, licensing its technology to companies who understand the retail market in their

respective regions.

In the year ended April 30, 2026, our Company, through YYEM, had agreements with three main licensees covering

distinct geographic regions:

one based in Hong Kong for rights to use the IP in Japan and South Korea among other locations;

the UK for rights to use the IP in the UK and Europe;

and one in the USA for rights to use the IP in Sub-Saharan Africa.

Each of these licenses is incorporating or has incorporated the Company’s

technology into its own product offerings.

We rely principally on YYEM’s reputation in business circles, particularly in the online

dating ecosystem, and do not actively market YYEM’s brand or technology to retail customers.

YYEM Approach

this stage of our development, we are primarily a technology company that facilitates matchmaking, while our licensees are generally

matchmaking companies that leverage technology.

We believe this combination enables each company to focus on the aspect of the

business in which it is strongest.

At the same time, we consider ourselves more than a technology company — through our

licensees, we are facilitating connections, sparking romances, and bringing people together across the globe.

In the process, we aim

to redefine the future of matchmaking.

are sensitive to cultural norms and recognize that, as we expand to new jurisdictions, our approach needs to be adjusted to suit prevailing local preferences.

For this reason, we prefer to partner with local players

as we enter new markets, and we build our products and services with a view to customization based on local culture and practices.

respecting cultural nuances, licensees can create services that resonate deeply with their clientele.

YYEM, we are dedicated to supporting our licensees in delivering exceptional online matchmaking services.

Through our advanced

patent portfolio, pioneering AI-powered technology platform, and cultural

adaptation of our offerings, we believe we can empower our partners to create meaningful and lasting connections

for their clients.

Our commitment to innovation and excellence will help ensure that we are a trusted name in the matchmaking industry,

providing considerable value to our global network and, ultimately, to individuals looking for love and marriage.

or Approvals Required from the PRC Authorities with respect to the Operations of YYEM

conducts business in Hong Kong and is required to obtain, and has obtained, a business license issued by the Hong Kong Companies Registry.

As a special administrative region of the PRC, Hong Kong enjoys separate governing and economic systems from that of mainland China under

the principle of “one country, two systems.” YYEM, as a Hong Kong-based company without operations in mainland China, is

not directly subject to PRC laws and regulations regarding the general conduct of its business or regarding overseas listings.

the date of this Annual Report, YYEM has not been denied any requisite permissions by any PRC authority,

nor has YYEM received any notice of, or been subject to, any penalty or other disciplinary action

from any PRC authority for the failure to obtain or the insufficiency of any approval or permit in connection with the conduct or service

of its business operations.

YYEM may be subject to additional licensing requirements, and our conclusion on the status of YYEM’s licensing compliance may prove

to be mistaken, due to uncertainties around the interpretation and implementation of relevant laws and regulations and the enforcement

practice by relevant governmental authorities, the PRC government’s ability to intervene in or influence YYEM’s operations,

and the rapid evolvement of PRC laws, regulations, and rules, sometimes with little or no advance notice.

We cannot assure you that YYEM

is or will be in compliance with all licensing requirements applicable to it or will not be subject to any penalty in the future due

to the lack or insufficiency of approvals or permits.

The failure of YYEM to obtain or to thereafter maintain any permit or license required

for its operations may result in the suspension or termination of, or otherwise give rise to a material adverse change to, its businesses,

which would materially and adversely affect our financial condition and results of operations and cause our Common Stock to significantly

decline in value.

For more detailed information, see “ Risk Factors — Risks Related to Doing Business in Hong Kong .”

believe that, as of the date of this Annual Report, YYEM is not required to obtain any permission from the China Securities

Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”), or any other PRC

authority in connection with an offering of securities.

As a result, it has never submitted an application to any such authority for the approval

these licensees was incorporating the Company’s technology into its own product offerings.

These customers terminated their

respective license agreements on December 2, September 1, and August 31, 2025, (with payments continuing for approximately 60 days

after each termination) due to the challenges currently facing the online dating industry, according to those licensees, but we

continue to believe in the merits of this business model and are currently seeking replacement customers.

The Company’s advertising

and digital marketing clients, which to date have been based in Singapore, primarily operate in the online entertainment, casual gaming,

and fintech sectors and generally conduct business across multiple geographic markets.

One such client primarily serves the online entertainment

and casual gaming sectors in Southeast Asia and the United States, including a significant customer whose principal operating entity is

based in Hong Kong.

Another Singapore-based client provides digital marketing services primarily to companies in the fintech and related

sectors across multiple regions, including Southeast Asia and Mexico.

advertising and digital marketing clients are acquired through customary business development channels, including introductions made

through marketing and industry events, business referrals, existing commercial relationships, and other direct business development activities.

Approvals Required from the PRC Authorities with respect to the Operations of YYEM and Best Life

of YYEM and Best Life conducts business in Hong Kong and is required to obtain, and has obtained, a business license issued by the Hong

Kong Companies Registry.

As a special administrative region of the PRC, Hong Kong enjoys separate governing and economic systems from

that of mainland China under the principle of “one country, two systems.” YYEM, as a Hong Kong-organized and Hong Kong-based

company without operations in mainland China, is not directly subject to PRC laws and regulations regarding the general conduct of its

business or regarding overseas listings.

Similarly, Best Life is organized and based in Hong Kong and lacks a formal presence in mainland

China, and therefore it is not directly subject to PRC laws and regulations beyond those relating to the sale of products in China;

also is not directly subject to PRC laws and regulations regarding overseas listings.

As of the date of this Annual Report, neither YYEM

nor Best Life has been denied any requisite permissions by any PRC authority, nor has either subsidiary received any notice of, or been

subject to, any penalty or other disciplinary action from any PRC authority for the failure to obtain or the insufficiency of any approval

or permit in connection with the conduct or service of its business operations.

it is possible that YYEM or Best Life could become subject to additional licensing requirements, and our conclusion on the status of

the licensing compliance of either of them may prove to be mistaken, due to uncertainties around the interpretation and implementation

of relevant laws and regulations and the enforcement practice by relevant governmental authorities, the PRC government’s ability

to intervene in or influence their operations, and the rapid evolvement of PRC laws, regulations, and rules, sometimes with little or

no advance notice.

We cannot assure you that YYEM and Best Life are or will be in compliance with all licensing requirements applicable

to it or will not be subject to any penalty in the future due to the lack or insufficiency of approvals or permits.

The failure of YYEM

or Best Life to obtain or to thereafter maintain any permit or license required for its operations may result in the suspension or termination

of, or otherwise give rise to a material adverse change to, its respective businesses, which would materially and adversely affect our

financial condition and results of operations and cause our Common Stock to decline significantly in value.

For more detailed information,

see “ Risk Factors — Risks Related to Doing Business in Hong Kong .”

believe that, as of the date of this Annual Report, neither YYEM nor Best Life is required to obtain permission from the China Securities

Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”), or any other PRC authority

in connection with an offering of securities.

As a result, neither has ever submitted an application to any such authority for the approval

of any offering.

As of the date of this Annual Report, it has not received any inquiry, notice, warning, or official objection in

relation to any offering from the CSRC, the CAC, or any other PRC authority.

However, there remains uncertainty as to the

enactment, interpretation, and implementation of regulatory requirements related to overseas securities offerings and other capital

markets activities.

We believe that YYEM has received all requisite permissions and approvals to issue securities.

not receive or maintain such permissions or approvals or has inadvertently concluded that the approvals of the CSRC, the CAC, or any

other regulatory authority are not required for an offering, or if applicable laws, regulations, or interpretations change and

YYEM is required to obtain approvals in the future, seeking such approvals could cause the value of our securities, including the

Common Stock, to significantly decline or be worthless.

Any uncertainties or negative publicity regarding such an approval

requirement could have a material adverse effect on the trading price of our securities.

In addition, these regulatory agencies may

impose fines and penalties on YYEM, limit its ability to pay dividends outside of China, limit its operations in China, delay or

restrict the repatriation of the proceeds from an offering into China, or take other actions that could have a material adverse

effect on its business, financial condition, results of operations, and prospects, as well as the trading price of our securities.

The CSRC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt a securities offering

before settlement and delivery of our Common Stock.

Consequently, if you engage in market trading or other activities in

anticipation of and prior to settlement and delivery of securities, you do so at the risk that settlement and delivery may not occur.

“ Risk Factors — Risks Related to Doing Business in Hong Kong — Changes in the PRC’s

economic, political, or social conditions or governmental policies could have a material adverse effect on our business and results

of operations .”

As of the date of this Annual Report, neither company has received any inquiry, notice, warning, or official objection in relation

to any offering from the CSRC, the CAC, or any other PRC authority.

However, there remains uncertainty as to the enactment, interpretation,

and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.

that YYEM and Best Life have received all requisite permissions and approvals to issue securities or to be part of a corporate group that

issues securities.

If YYEM or Best Life does not receive or maintain such permissions or approvals or has inadvertently concluded that

the approvals of the CSRC, the CAC, or any other regulatory authority are not required for an offering, or if applicable laws, regulations,

or interpretations change and YYEM or Best Life is required to obtain approvals in the future, seeking such approvals could cause the

value of our securities, including the Common Stock, to significantly decline or be worthless.

Any uncertainties or negative publicity

regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

In addition, these

regulatory agencies may impose fines and penalties on YYEM or Best Life, limit their ability to pay dividends outside of China, limit their

operations in China, delay or restrict the repatriation of the proceeds from an offering into China, or take other actions that could

have a material adverse effect on its business, financial condition, results of operations, and prospects, as well as the trading price

of our securities.

The CSRC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt

a securities offering before settlement and delivery of our Common Stock.

Consequently, if you engage in market trading or other activities

in anticipation of and prior to settlement and delivery of securities, you do so at the risk that settlement and delivery may not occur.

See “ Risk Factors — Risks Related to Doing Business in Hong Kong — Changes in the PRC’s economic,

political, or social conditions or governmental policies could have a material adverse effect on our business and results of operations .”

December 16, 2021, the PCAOB reported that it was unable to completely inspect or investigate registered public accounting firms headquartered

6 unchanged sentences

the PCAOB’s access in the future, the PCAOB may issue a new determination.

former auditor, Olayinka Oyebola & Co.

(“OOC”), an independent public accounting firm registered with the PCAOB, and an auditor of publicly traded companies in

the United States, is subject to U.S.

laws pursuant to which the PCAOB conducts regular inspections to assess its compliance with applicable

professional standards.

Our former auditor has been inspected by the PCAOB on a regular basis, with the last inspection in November 2023.

Our former auditor is not headquartered in mainland China or Hong Kong and was not identified as an accounting firm subject to the determinations

announced by the PCAOB on December 16, 2021.

Nevertheless, should our former auditor in the future have any work papers in China or Hong

Kong that the PCAOB is unable to fully inspect, it would be difficult to evaluate the effectiveness of our former auditor’s audit

procedures or equity control procedures.

Investors could consequently lose confidence in our reported financial information and procedures

or the quality of our financial statements, which would adversely affect us and our securities.

current auditor, Enrome LLP (“Enrome”), an independent public accounting firm registered with the PCAOB, and an auditor of publicly traded companies

in the United States, is subject to U.S.

laws pursuant to which the PCAOB conducts regular inspections to assess its compliance with

current professional standards, with the last inspection in April 2025.

Our current auditor is not headquartered in mainland China or

Hong Kong and was not identified as an accounting firm subject to the determinations announced by the PCAOB on December 16, 2021.

Nevertheless,

should our current auditor in the future have any work papers in China or Hong Kong that the PCAOB is unable to fully inspect, it would

be difficult to evaluate the effectiveness of our auditor’s audit procedures or equity control procedures.

auditor, Enrome LLP (“Enrome”), an independent public accounting firm registered with the PCAOB, and an auditor of publicly

traded companies in the United States, is subject to U.S.

laws pursuant to which the PCAOB conducts regular inspections to assess its

compliance with current professional standards, with the last inspection in April 2025.

Our auditor is not headquartered in mainland

China or Hong Kong and was not identified as an accounting firm subject to the determinations announced by the PCAOB on December 16,

Nevertheless, should our auditor in the future have any work papers in China or Hong Kong that the PCAOB is unable to fully inspect,

it would be difficult to evaluate the effectiveness of its audit procedures or equity control procedures.

Investors could consequently

4 unchanged sentences

On June 22, 2021, the U.S.

passed the AHFCAA, and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained,

among other things, an identical provision to the AHFCAA and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities

from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,

thus reducing the time period for triggering a delisting of our Company and the prohibition of trading in our securities if the PCAOB

is unable to inspect our accounting firm at such future time.

the Acquisition, our corporate organization consists of the Company and YYEM.

Revenue primarily is received by YYEM, where it is

used to pay operating expenses and is expected to be reinvested in outsourced research and development, the purchase of additional

patents and other intellectual property, and branding and other promotional activities, among other things.

If needed, management

may decide to transfer cash between YYEM and the Company, or between one of these two entities and any subsidiaries that we may

establish or acquire in other jurisdictions.

This could take the form of intercompany fund advances or capital contributions.

our cash management policy, the amount of intercompany transfers will be determined by our management based on the working capital

needs of the entities within our group, and intercompany transactions will be subject to our internal approval process and funding

arrangements.

passed the AHFCAA, and on December 29, 2022, the Consolidated Appropriations Act was signed into law, which contained, among other things,

an identical provision to the AHFCAA and amended the HFCAA by requiring the Securities and Exchange Commission (the “SEC”)

to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections

for two consecutive years instead of three, thus reducing the time period for triggering a delisting of our Company and the prohibition

of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time.

corporate organization consists of the Company, YYEM, Rafael AI, and Best Life.

If needed, management may decide to transfer cash among

these entities or any other subsidiaries that we may establish or acquire in other jurisdictions.

This could take the form of intercompany

fund advances or capital contributions.

Under our cash management policy, the amount of intercompany transfers will be determined by

our management based on the working capital needs of the entities within our group, and intercompany transactions will be subject to

our internal approval process and funding arrangements.

have not declared or paid dividends or made any distribution of earnings as of the date of this Annual Report.

3 unchanged sentences

in the future will be at the discretion of our board of directors.

Company and YYEM are not subject to any significant restrictions on buying or selling foreign exchange or on transferring cash between

entities within our group, across borders, or to U.S.

There are no significant restrictions or limitations on our ability

to distribute earnings (if any) from YYEM to the Company and U.S.

investors or our ability to settle amounts owed.

However, there can

be no assurance that the PRC government will not intervene or impose restrictions on the ability of YYEM to buy or sell foreign exchange

or transfer or distribute cash within our organization, which could result in an inability to make, or a prohibition on making, transfers

or distributions to entities outside of Hong Kong and adversely affect our business.

may decide to work with a licensee based in Mainland China, which imposes various limitations, procedures, and formalities on

payments out of China.

Capital account transactions, which relate to the purchase and sale of foreign assets and liabilities and

include such transactions as investments and loans, are subject to review by the State Administration of Foreign Exchange

Current account payments, including royalty payments, should generally not be restricted, but SAFE has a

significant degree of administrative discretion in implementing laws and regulations and has on occasion used this discretion to

limit the convertibility of current account payments out of China.

YYEM understands from a potential Mainland China licensee that

because the royalties that would be due to YYEM under a licensing agreement would constitute current account payments,

the payment of such royalties would be permitted under PRC regulations, provided the sending and receiving banks can show that the

transactions are legitimate.

However, there can be no assurance that the distinction between restrictions on capital account

transactions and restrictions on current account transactions will be consistently interpreted by SAFE and China’s other

regulatory agencies, nor can there be any assurance that the legal analysis of the licensee is correct or that the PRC government

will not intervene or impose other restrictions on the ability of the licensee to make the required payments to YYEM outside of

Mainland China.

The immediate financial impact of any such development in the coming months, while potentially

affecting our business prospects adversely, would be limited by the fact that, to date, YYEM has not received any revenue from, and is

therefore not financially dependent on, any licensee in Mainland China.

January 8, 2025, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (the “Agent”), pursuant

to which the Company may sell from time to time, at its option, shares of the Company’s common stock through or to the Agent, as

sales agent or principal.

The issuance and sale, if any, of shares of the Company’s common stock under the Sales Agreement will

be pursuant to the Company’s registration statement on Form S-3 (File No.

333- 279880) (the “Registration Statement”),

filed with the Securities and Exchange Commission (the “SEC”) on January 8, 2025 and are described in detail in the related

base prospectus and prospectus supplement included as part of the Registration Statement.

In accordance with the terms of the Sales Agreement,

under the prospectus supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to

$2,213,152 from time to time through or to the Agent.

The sale, if any, of shares of the Company’s common stock under the Sales

Agreement will be made by any method permitted that is deemed to be an “at-the-market” equity offering as defined in Rule

415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly

on the Nasdaq Capital Market or any other trading market for the Company’s common stock.

Subject to the terms and conditions of

the Sales Agreement, the Agent will use commercially reasonable efforts to sell the shares of the Company’s common stock from time

to time, based on the Company’s instructions.

The compensation payable to the Agent as sales agent shall be 3.0% of the gross proceeds

from each sale of the shares through or to the Agent pursuant to the Sales Agreement.

In addition, the Company will reimburse the Agent

for certain out-of-pocket costs and expenses incurred in connection with the Sales Agreement in an amount not to exceed $50,000 and up

to an additional $20,000 per fiscal year for maintenance, and the Company has agreed in the Sales Agreement to provide indemnification

and contribution to the Agent against certain liabilities, including liabilities under the Securities Act.

June 30, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with

certain investors (the “Investors”), providing for the private placement (the “Private Placement”) of

20,000,000 units (each, an “Unit”), each unit consisting of one (1) share of Common Stock and two warrants

(“Warrants,” and the shares of Common Stock underlying the Warrants, the “Warrant Shares”), both of such

Warrants with identical terms.

Each Unit was offered at a price of $0.23, and each Warrant has a five-year exercise period,

with an exercise price of $0.89 (“Exercise Price”).

The total gross proceeds from the Private Placement without taking

into account any exercise of the Warrants will be $4,600,000.

The Exercise Price is subject to adjustment pursuant to the terms of

the Warrants, the form of which is appended to the Securities Purchase Agreement, upon the occurrence of:

the Company’s Common

Stock reverse and forward splits, payment of dividends in Common Stock, and reclassification of Common Stock into any shares of the

Company’s capital stock.

If at the time of exercise of the Warrants there is no effective registration statement registering

the Warrants or the Warrant Shares, or the prospectus for the registration statement is not available for the resale of the Warrant

Shares by the investor holding the Warrants, then each Warrant may be exercised, in whole or in part, at such time by means of a

“cashless exercise.” Closing of the Private Placement and issuance of the Common Stock and Warrants will be conditional

upon satisfaction of all Nasdaq listing rules, including the obtaining of shareholder approval and the filing of a Schedule 14C

information statement and all required time periods being complied with.

The Securities Purchase Agreement may be terminated by the

Company with written notice if the closing of the Private Placement has not been consummated on or before December 31,

July 9, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department of Nasdaq indicating

that, as a result of Warren Andrew Thomson’s resignation from the Board and the audit committee of the Board, effective June 12,

2025, the Company is not currently in compliance with Nasdaq Listing Rule 5605.

The Notice has no immediate effect on the listing or

trading of the Company’s common stock.

Listing Rule 5605 requires that (i) a majority of the Board be comprised of independent directors and (ii) the Audit Committee be comprised

of at least three independent directors.

The Company currently has four directors, only two of whom qualify as independent directors.

In addition, the Audit Committee currently comprises only two independent directors.

Notice states that, consistent with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company a cure period

in order to regain compliance as follows:

(i) until the earlier to occur of the Company’s next annual stockholders’ meeting

or June 12, 2026;

or (ii) if the next annual stockholders’ meeting is held before December 9, 2025, then the Company must evidence

compliance no later than December 9, 2025.

The Company intends to appoint an additional independent director to serve as a member of

the Board and the Audit Committee prior to the end of the cure period described above.

of the Company, YYEM, Rafael AI, and Best Life is subject to any significant restrictions on buying or selling foreign exchange or

on transferring cash to any entity within our group, across borders, or to U.S.

There are no significant restrictions or

limitations on our ability to distribute earnings (if any) from YYEM, Rafael AI, or Best Life to the Company and U.S.

on our ability to settle amounts owed.

However, there can be no assurance that the PRC government will not intervene or impose

restrictions on the ability of YYEM or Best Life to buy or sell foreign exchange or transfer or distribute cash within our

organization, which could result in an inability to make, or a prohibition on making, transfers or distributions to entities outside

of Hong Kong and Mainland China and adversely affect our business.

Venture for RWA-focused Exchange

August 25, 2025, the Company announced a joint venture with JuCoin Capital Pte Ltd (“JuCoin”) for the establishment of

an RWA-focused exchange, which would initially focus on tokenized U.S.

Following that announcement, development proceeded

with partial funding and with successful test runs settling trades of tokenized U.S.

However, after the end of the

Company’s fiscal year, it became apparent through media reports that JuCoin was experiencing significant financial and legal

Unable to establish that the reports were false, and determined to protect the Company, management resolved to terminate

the joint venture agreement, delivering formal notice on September 18, 2026.

Company has assessed the options and commercial opportunities at this time and has considered the feasibility of creating an RWA exchange

on its own or seeking an alternative partner.

Ultimately, given the actions that various well established finance companies have taken

to move into this space (for example, Robinhood’s announcement of the ability to trade RWA assets on its platform, including tokenized

equities, and the announcement by the parent company of the New York Stock Exchange that it was making a significant investment

into OKX), management has decided that a more prudent path at this juncture would be to add a business anchored in the “real economy”

— thus the acquisition of Best Life, described below.

Life Acquisition

July 27, 2026, the Company announced the acquisition of 97% of Best Life, a cross-border consumer-goods distribution and e-commerce

The transaction included a base purchase price of $50 million, together with contingent earn-out payments of $30 million

or $50 million, respectively, in the event that specified financial milestones are achieved.

Best Life leverages direct brand

sourcing, import expertise, bonded warehousing, platform operations, offline retail access, and select private-label development to

sell Japanese and other international consumer products across China and other overseas markets.

It has business relationships and

formal cooperation agreements with brand owners and manufacturers upstream and with e-commerce platforms, supermarkets, specialty

retailers, and online resellers downstream.

The business has demonstrated consistent revenue growth and expects continued expansion

over the coming years.

While Best Life historically has focused on Asia, it has recently launched an international expansion program

to the UK, the U.S., Canada, and New Zealand.

acquisition of Best Life represents an important step in the Company’s strategy to diversify and strengthen its revenue base, by

adding operations with attractive growth characteristics and exposure to the real economy while continuing to invest in its core AI services

each of May 15 and August 15, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company with

the Secretary of State of the State of Delaware to effect a reverse stock split of the Common Stock at a ratio of 1-for 40 on May 15

(the “May Reverse Split”) and 1-for-20 on August 15 (the “August Reverse Split” and, together with the May Reverse

Split, the “Reverse Stock Splits”), which became effective on May 18 and August 17, 2026, respectively.

forty shares, in the case of the May Reverse Split, and every twenty shares, in the case of the August Reverse Split, of the Company’s

issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change

in par value per share.

No fractional shares were issued in connection with either Reverse Stock Split.

Stockholders at the participant

level of the Depository Trust Company who would otherwise have been entitled to a fraction of one share as a result of either Reverse

Stock Split instead received one whole share of Common Stock in lieu of such fractional share.

The Reverse Stock Splits did not otherwise

modify any rights or preferences of the Common Stock.

The Common Stock began trading on a split-adjusted basis on the Nasdaq Capital

Market at market open on May 18, 2026, in the case of the May Reverse Split, and on August 17, 2026, in the case of the August Reverse

of Being a Smaller Reporting Company

are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K.

Smaller reporting companies may

take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares

held by non-affiliates equals or exceeds $250 million as of the prior June 30 th , or (2) our annual revenue equaled or exceeded

$100 million during such completed fiscal year and the market value of our shares held by non-affiliates equals or exceeds $700 million

as of the prior June 30 th .

Such reduced disclosure and corporate governance obligations may make it more challenging for investors

to analyze our results of operations and financial prospects.

at the date of this report, we have 14 full-time employees.

Smaller reporting companies may take advantage

of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates

equals or exceeds $250 million as of the prior June 30, or (2) our annual revenue equaled or exceeded $100 million during such completed

fiscal year and the market value of our shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.

disclosure and corporate governance obligations may make it more challenging for investors to analyze our results of operations and financial

at the date of this report, we have 49 full-time employees in our group.

Management believes its relations with employees are good.

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-K

Item 1. Business