STOCKHOLDERS’ EQUITY

3 Months Ended

Sep. 30, 2025

Equity [Abstract]

STOCKHOLDERS’ EQUITY

19. STOCKHOLDERS’ EQUITY

Preferred Stock

As of September 30, 2025, we were authorized to issue 25,000,000 shares of preferred stock with a par value of $0.01.

No shares of preferred stock were issued and outstanding during the three months ended September 30, 2025 or the year ended June 30, 2025.

Common Stock

As of September 30, 2025, we were authorized to issue 1,000,000,000 shares of common stock with a par value of $0.01, of which 385,194,970 shares of common stock were issued and outstanding and 943,000 shares of common stock were subscribed, contractually obligated and committed to be issued but not yet issued.

During the 3 months ended September 30, 205, the Company issued 18,226 common shares in the amount of $6,092 for the payment of professional services.

As of September 30, 2025, the Company has entered into subscription agreements with investors in a private offering, for 943,000 shares, at a price per share of $1.00 for $943,000, and has a subscription receivable in the Consolidated Balance Sheet

During the fiscal year ended June 30, 2025, the Company issued 1,218,146 common shares in the amount of $410,769, From this amount, the Company issued 467,333 shares for payment of professional services in the amount of $248,518 and issued 750,813 restricted stock shares in the amount of $162,251.

Stock-based compensation of $248,518 was issued for services during the fiscal year ended June 30, 2025, and is included in the General and Administrative expenses in the Consolidated Statements of Operations.

On June 26, 2024, the Board passed a resolution to allow the officers of the Company and certain other parties to convert their unpaid salaries or other compensation to equity compensation, The company converted salaries and other compensation totaling $6,939,330 into an aggregate of 28,142,306 shares of common stock. The issuance of such shares was effected subsequent to June 30, 2024.

The Company has the following potentially dilutive debt or equity instruments which were issued or outstanding as of September 30, 2025 or for the year ended June 30, 2025:

● On June 26, 2024, the Board approved a $1.1 million convertible bridge loan to the Company by Harthorne, bearing an annual interest rate of 12%. The note was originally due on June 19, 2025, unless sooner paid in full or converted in accordance with the terms of conversion at $0.30 per share. On September 16. 2025 this note has been extended to November 30, 2025.

● On December 20, 2024, the Company executed a convertible note payable to Michael Singh, Co-Chief Executive Officer and significant shareholder, for the purchase of the stocks of Awaysis Belize Limited and Chial Mountain Limited in the amount originally stated at $1,600,000 subject to true up of the purchase price in subsequent period. This note carries interest at 3.5% and is also subject to the valuation true-up. On October 28, 2025, the Company amended the maturity date to the earlier of November 30, 2025, or the up-listing of the Company to the NYSE American.

● On May 21, 2025, the Company entered into a Convertible Promissory Note payable to Andrew Trumbach, the Company’s Co-CEO and CFO as the lender, which memorialized a $150,000 loan and loan terms. The amount borrowed was provided by Dr. Trumbach to the Company on April 10, 2025. Interest on the loan is 12% per annum, payable, with the principal and any and all fees, costs and expenses then due under the note on October 10, 2025. The note is convertible into the common stock of the Company, in whole or in part, at the option of Dr. Trumbach at any time prior to its maturity date, at an exercise price per share of $0.16. The Company is using the proceeds from the loan for working capital and general corporate purposes. On October 10, 2025, this note has been renewed to November 30, 2025.

The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of September 30, 2025, and June 30, 2025.

In periods where the Company reports a net loss, all potentially dilutive securities – including stock options and convertible notes – are anti-dilutive and therefore excluded from the calculation of diluted loss per share.

Warrants

No warrants were issued or outstanding during the three months ended September 30, 2025, or the year ended June 30, 2025.

Stock Options

The Company adopted the 2022 Omnibus Performance Award Plan in February 2022. The Plan authorizes the granting of 19,977,931 of the Company’s Common Stock. No stock options under the Plan were issued or outstanding during the three months ended September 30, 2025 or for the year ended June 30, 2025.

On February 13, 2023, the Company awarded to certain of its executive officers, options to purchase an aggregate of 22,500,000 shares of the Company’s stock at an exercise price per share equal to the fair market value of the Company’s common stock on the date of the grant, $0.32 per share; all of which are currently exercisable and outstanding as of September 30, 2025. No expense has been recorded under ASC 718 as there is no compensation expense to be recognized. The expense for stock options is based on the fair value of the options at the grant date and this fair value is determined to be zero.