Material Agreement, Private Placement (Form 8-K)

Item 1.01 - Entry into a Material Definitive Agreement

On May 5, 2026, ModuLink Inc. (the "Company") entered into securities purchase agreements (the "Securities Purchase Agreements") with three investors in connection with a private placement offering (the "Offering") of up to 12,500 shares of the Company's Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock").

Each share of Series A Preferred Stock is offered at a purchase price of $80.00 per share and is convertible into 20,000 shares of the Company's common stock (the "Common Stock"), subject to adjustment for stock splits, stock dividends, combinations, reclassifications, or similar recapitalization events.

As of the date hereof, the Company has received aggregate gross proceeds of approximately $300,000 from the sale of 3,750 shares of Series A Preferred Stock to three purchasers pursuant to the Securities Purchase Agreements. The Company expects to issue the Series A Preferred Stock in book-entry form following receipt of funds and satisfaction of customary closing conditions.

Item 3.02 - Unregistered Sales of Equity Securities

The disclosure set forth in Item 1.01 is incorporated herein by reference.

As of the date hereof, the Company has sold an aggregate of 3,750 shares of Series A Preferred Stock for aggregate gross proceeds of approximately $300,000 in the Offering.

Each share of Series A Preferred Stock is convertible, at the option of the holder, into 20,000 shares of Common Stock, subject to adjustment. Conversion may occur at any time following the earlier of (i) six (6) months from the date of issuance or (ii) the occurrence of a qualified liquidity event, defined as "including, without limitation, an uplisting to a national securities exchange or a strategic transaction of the Company")

The Series A Preferred Stock votes together with the Common Stock on an as-converted basis, except as otherwise required by law. Dividends are non-cumulative and are payable only when, as, and if declared by the Company's Board of Directors.

The securities were offered and sold in reliance on the exemption from registration afforded by Rule 903(b)(3) of Regulation S, promulged under the Securities Act of 1933, as amended (the "Securities Act"), in an offering offshore of the U.S. to non U.S. persons, where no directed selling efforts were made in the U.S. The securities have not been registered under the Securities Act and may not be offered or resold in the U.S. absent registration or an applicable exemption.

Item 9.01- Financial Statements and Exhibits

(d) Exhibits: