Corporate Action (Form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

On January 22, 2025, Asset Entities Inc., a Nevada corporation (the "Company"), filed an amendment (the "Fourth Amended Designation") to the Certificate of Designation of Series A Convertible Preferred Stock of the Company filed with the Secretary of State of the State of Nevada on May 24, 2024, as amended by the Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on June 14, 2024, as amended by the Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada at 9:58 a.m. Pacific Daylight Time on September 4, 2024, as amended by the Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada at 11:38 a.m. Pacific Daylight Time on September 4, 2024 (as amended, the "Certificate of Designation"). The Fourth Amended Designation amended the Certificate of Designation to provide that the term "Floor Price" will be defined as $0.18, subject to adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions. The Fourth Amended Designation became effective immediately upon filing.

A copy of the Fourth Amended Designation is filed as Exhibit 3.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.