Z Grills, Inc. Consent Order under Securities Act

CONSENT OR DER DEPARTME NT OF FINANCIAL INSTITUT IONS Secur ities D ivis ion PO Box 41200 Olym pia, WA 9850 4 -1 200 360 - 902 - 8760 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 STATE OF WAS HINGTON DEPARTMENT O F FINANCIAL INST ITUTIONS SECURITI ES DIVISION IN THE MATTER OF DETERMINING Whether there has been a violation of the Securities Act of Washington by: ZGrills, I nc., Respondent. Order No. S-25-4076-26- CO01 CONSENT ORDER INTRODUCTIO N Pursuant to the Securities Act of Washington, RCW 21.20, the Securities Division and ZGrills, I nc. do her eby enter into this Consent Order in settleme nt of the matte rs alleged herei n. ZGrills, Inc. neither admits nor denies the Findings of Fact and Conclusions of Law as stated below. FINDINGS O F FACT Respo ndent 1. ZGrills, I n c. (“Z Grills”) is a California entity formed on March 21, 2018, with its princ ipal place of business in Ontario, California. Z Grills was origina lly a manufactur er of pellet s for seve ral pellet grill brands before becoming a pellet grill manufacturer in 2016. Natur e of the Conduct Overview 2. From at least February to October of 2025, Z Grills offered and sold over $14 0,000 of securit ies in their Reward Crowdfunding Program to over 180 Washington investors. 3. Initia lly marketed as the Life time Renew Program, Z Gr ills offered the public the o ption of investing additional funds into Z Grills when purchasing one of their pellet grills in exchange f or receiving additional grills for the next 50 years. Investors elect ed to pay a higher pur chase price to enroll, and Z Grills

CONSENT OR DER DEPARTME NT OF FINANCIAL INSTITUT IONS Secur ities D ivision PO Box 41200 Olym pia, WA 9850 4 -1 200 360 - 902 - 8760 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 reinvest ed t he funds received to grow t he business and increase their abili ty to manufacture and distribute grills. Rewa rd Crowdfunding Progr am 4. Z Grills marketed their Rewar d Crowdfunding program as a long - term loy alty system where in investors would pay a higher one - time purchase price for one of their pellet grills. In return, investors would receiv e a new gri ll of equ ival ent valu e every fi ve yea rs fo r up to 50 years. 5. Z Grills ex plained the “behind the scenes” of the Reward Crow dfunding Program on their website and told i nvestors, “instead of trea ting the remaining gross profit as company ea rnings, we reinvest it to grow the business. As Z Grills expands, our ability to manufacture and distribute grills increases, allowing us to deliver ongoing rewards to our supporters in the form of new grills every five years.” 6. When discussing the risks of the program for investors, Z Grills acknowledged that the fulfillment of the grills for the next 50 years depended on the company’ s continued operations but stated that there was no risk of loss because even if Z Grills did not expa nd as expected, investors would s till receive the initial grill at fair market value and “there [was] no additional cost o r downside compared to a standard purchase. ” 7. Z Grills stated that the Reward Crowdfunding Program did not require an additional cost compared to a st andard purchas e bec ause th e init ial gri ll was v alued at or abo ve th e initi al purch ase pri ce. However, investors on average pai d between $100 and $2 00 more for the same grills as purchase rs who did not buy them through the crowdf unding program. As an example, a regular purchaser of Z Grills’ 7002C2E Wi - Fi Pellet Grill paid $599 and received just the grill itself. But an investor who purchase d the 7002C2E Wi- Fi Pellet Grill through the Reward Crowdfunding Program paid $777 and received the initial grill itself, and the p romise o f a n ew gril l every fi ve ye ars fo r the n ext fift y years — assuming Z Grills wa s still in business.

CONSENT OR DER DEPARTME NT OF FINANCIAL INSTITUT IONS Secur ities D ivision PO Box 41200 Olym pia, WA 9850 4 -1 200 360 - 902 - 8760 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 8. According to Z Grills, the additional funds received by investors in the Reward Crow dfunding Program were used to grow their business, for product research a nd development, customer fulfillment and logistics services, marketing and promotion, and the production and delive ry of the grills. Whi le t he additional funds invested in the Reward Crowdfunding Program granted i nvestors the benefit of receiving a grill every five years for the next fifty years, the investment did not give investors any right to exerci se any m anageri al control in Z Grills. Registratio n Statu s 9. ZGrills, I nc is not currently registe red to se ll its se curities in the state of Washington and has not previously been so registered, nor has it filed a claim of exe mption from registration. Based upon the above Findings of Fact, the following Conclusions of Law are made: CONCLUSIO NS OF LAW 1. The offer a nd/or sale of the Reward Crowdfunding program described a bove constitute s t he offer and/or sa le of a security as defined in RCW 21.20.005(14) and (17) as a n investment of money in the risk capital of a venture with t he expectation of some valuable benefit to t he investor where the inv estor does not recei ve the r ight t o exerci se pract ical an d actu al contro l over th e manag erial d ecision s of the v en ture. 2. ZGrills, I n c. violated RC W 21.20.140, the securitie s registra tion section of the Se curities Ac t of Washington, by of fering and/or selling securities for which no registration is on file with the Sec urities Administrato r. Based upon the foregoing and finding it in the public interest: CONSENT O RDER IT IS AGREED AND O RDERED that Respondent ZGrills, I nc., and their agents and employees, sh all each cease and desist from offering and/or selling securities in any manner in violation of RCW 21.20.140, the sec urities registra tion section o f the Secu rities Act of Wa shington.

CONSENT OR DER DEPARTME NT OF FINANCIAL INSTITUT IONS Secur ities D ivision PO Box 41200 Olym pia, WA 9850 4 -1 200 360 - 902 - 8760 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 IT IS AGREED A ND OR DERED that Respondent ZGrills, I nc. shall be liable for and pay a fine in the amount of $50,000. IT IS AGREED AND ORDERED that Respondent ZGrills, Inc. shall be liable for and pay costs in the amount of $1,500. IT IS AGREED that Respondent Z Grills, I nc. enters into this Consent Order freely and voluntarily and with a full understanding of its terms and significance. IT I S AGREED that the Secur ities Division ha s jurisdiction to enter this o rder. IT IS AGREED that in conside ration of the foregoing, the Respondent waives their right to a hea ring and to judicial r eview of this matter pursuant to Chapter 34.05 RCW. WILLFUL VIOLATION OF TH IS ORDER IS A CRIMINAL OFFENS E. Signed this 16 th day of January 2026. Signed by: ZGrills, I n c. ____________ /s/ _________________ Shichun Zhou CEO Approved as to form by: _____ /s/ ________________ Pyng Soon, Attorney for Z Grills, I n c.

CONSENT OR DER DEPARTME NT OF FINANCIAL INSTITUT IONS Secur ities D ivision PO Box 41200 Olym pia, WA 9850 4 -1 200 360 - 902 - 8760 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 SIGNED and ENTE RED thi s 9 th day of February 2026. _____________ /s/ _____________________ Faith L. Anderson Acting Securitie s Administrato r Approved by: Presented by: _/s/ __________ _______ /s/ ________ Brian Guera rd Kassidy Smith Chief of Enforcement Financi al Leg al Examin er Reviewed by: ______ /s/ _____ Holly Mack - Kret zler Financial Legal Examiner Supervisor