TaoWeave, Inc.

110 16TH STREET, SUITE 1400-1024,

DENVER, COLORADO 80202

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement (this “Proxy Statement”), along with the accompanying Notice of the 2026 Annual Meeting of Stockholders (the “Notice”), contains information about the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of TaoWeave, Inc., including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting at 11:30 AM MST on Thursday, December 17, 2026, at Wells Fargo Center, 1700 Lincoln Street, 17th Floor, Denver, CO 80203. Directions to the Annual Meeting can be obtained by telephoning us at 303-640-3838. In this Proxy Statement, we refer to TaoWeave, Inc. as “we,” “our,” “us,” “TaoWeave,” or “the Company.”

This Proxy Statement relates to the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) for use at the Annual Meeting.

On or about November 4, 2026, we will begin to mail this Proxy Statement, the attached Notice, and the enclosed proxy card to all stockholders entitled to vote at the Annual Meeting. Although not part of the Proxy Statement, we will also send along with this Proxy Statement our 2025 Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2025.

Important Notice Regarding the Availability of Proxy Materials for Our Annual Meeting to Be Held on December 17, 2026:

This Proxy Statement and our 2025 Annual Report on Form 10-K are available for viewing, printing, and downloading at www.proxyvote.com. We are providing a copy of our Annual Report on Form 10-K for the year ended December 31, 2025, with the accompanying proxy materials. Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2025, on the website of theSEC athttp://www.sec.gov or on our website atwww.TaoWeave.ai/company/investor-relations.

Record Date and Voting Securities

Only holders of record of our shares of common stock, par value $0.0001 per share (“Common Stock”), as of the close of business on October 30, 2026 (the “Record Date”) are entitled to vote at the Annual Meeting. As of the Record Date, 3,877,219 shares of Common Stock were issued and outstanding. Each holder of Common Stock is entitled to cast one vote per share of Common Stock held by such holder on each matter to be presented at the Annual Meeting.

Quorum

A quorum is present at the Annual Meeting if one-third (1/3) of the shares of our capital stock issued and outstanding and entitled to vote at the Annual Meeting on the Record Date are represented in person or by proxy. If a quorum is not present, the Annual Meeting may be adjourned from time to time until a quorum is obtained.

For purposes of determining the presence of a quorum, abstentions, broker "non-votes," and, with respect to the election of directors, “withhold” votes will be treated as shares that are present. An abstention is the voluntary act of not voting by a stockholder who is present in person or by proxy at the Annual Meeting and entitled to vote. A broker “non-vote” occurs when a broker nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power for that particular item and has not received instructions from the beneficial owner.

Voting Procedures

Stockholders may vote by telephone, internet, or mail by following the instructions on the attached proxy card.WE ENCOURAGE YOU TO RECORD YOUR VOTE BY TELEPHONE OR INTERNET. These voting methods are convenient and save** **significant postage and processing costs. In addition, when you vote by telephone or internet prior to the meeting date, your vote is recorded immediately, and there is no risk that postal delays will cause your vote to arrive late and therefore not be counted.

Internet. Vote online at www.proxyvote.com, the website for internet voting. Simply follow the instructions on your proxy card* *to confirm that your vote has been properly recorded. If you vote online, you can request electronic delivery of future proxy materials. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 PM EST on December 16, 2026.

Telephone. Vote by telephone by following the instructions on your proxy card. Easy-to-follow voice prompts allow you to vote your shares* *and confirm that your vote has been properly recorded. Telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 PM EST on December 16, 2026.

Mail. If you received a proxy card by mail, vote by mail by completing, signing, dating, and returning it in the pre-addressed,* *postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Board of Directors. If mailed, your completed and signed proxy card must be received by December 16, 2026.

Meeting. Please see “Questions and Answers about the TaoWeave Annual Meeting - How can I vote my shares in person at the Annual* *Meeting?” for more information regarding voting at the Annual Meeting.

Shares Held in“Street Name”

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and internet voting will also be offered to stockholders holding shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote.

If you are the beneficial owner of shares held in the name of a broker, bank or other nominee and do not provide that broker, bank or other nominee with voting instructions in the proxy card, your broker may vote your shares only with respect to certain matters considered routine. For any matters that are not routine for which you do not provide voting instructions in the proxy card, your shares will constitute “broker non-votes” and are not considered entitled to vote on that proposal. With respect to the matters being voted on at the Annual Meeting, your broker has discretionary authority to vote your shares in the absence of instructions from you only on the ratification of the selection of the Company’s independent registered public accounting firm (Proposal No. 2), the amendment to decrease the number of authorized shares of Common Stock (Proposal No. 4), the amendment to effect the Reverse Stock Split (Proposal No. 5), and the adjournment of the Annual Meeting (Proposal No. 6). As a result, broker non-votes should not exist with respect to these proposals. Your broker does not have discretionary authority to vote your shares in the election of directors (Proposal No. 1) or on the redomestication of the Company to the State of Nevada by conversion (the “Redomestication”) (Proposal No. 3) if you do not furnish instructions on such matters. Thus, assuming that a quorum is obtained, any broker non-votes will not affect the outcome of the election of the Board of Directors. Broker non-votes, if any, will have the effect of a vote against the proposal relating to the Redomestication.

Voting Requirements for Approval

Item One—*Election of Directors:Pursuant to our Amended & Restated Bylaws (the “bylaws”), a plurality of the votes duly cast at the *Annual Meeting is required for the election of directors. You may vote “FOR” or “WITHHOLD” authority to vote on this Proposal. The persons receiving the highest number of “FOR” votes at the Annual Meeting will be elected. Broker non-votes and withheld votes, if any, are not counted as votes cast and will not affect the outcome of this election.

Item Two—*Ratification of Appointment of Independent Registered Public Accounting Firm:To be approved by the stockholders, this item *must receive the “FOR” vote of a majority of the total number of votes of our capital stock represented in person or by proxy entitled to vote at the Annual Meeting, voting as a single class. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. A properly executed proxy marked “ABSTAIN” will not be voted, although it will be counted as present and entitled to vote for purposes of the proposal and establishing a quorum. Accordingly, an abstention will have the effect of a vote against the proposal. On this proposal, brokers will have discretionary authority to vote in the absence of timely instructions from their customers. As a result, broker non-votes should not exist with respect to this proposal, and any broker non-votes will have no effect on the outcome of this proposal.

Item Three—Approve the Company's redomestication to the State of Nevada by conversion: To be approved by stockholders, this item must receive the “FOR” vote of a majority of the total number of votes of our outstanding capital stock entitled to vote thereon, voting as a single class. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. A properly executed proxy marked "ABSTAIN" will not be voted. Accordingly, an abstention will have the effect of a vote against the proposal. Broker non-votes, if any, will have the effect of a vote against this proposal.* *

Item Four—*Amendment to the Company's Certificate of Incorporation to decrease the number of authorized shares of Common Stock:*Pursuant to Section 242(d)(2) of the Delaware General Corporation Law (the “DGCL”), to be approved by the stockholders, the votes cast “FOR” this item must exceed the votes cast “AGAINST” this item. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. A properly executed proxy marked “ABSTAIN” will not be voted and will have no effect on the proposal. On this proposal, brokers will have discretionary authority to vote in the absence of timely instructions from their customers. As a result, broker non-votes should not exist with respect to this proposal, and any broker non-votes will have no effect on the outcome of this proposal.

Item Five—*Amendment to the Company's Certificate of Incorporation to effect a reverse split:*Pursuant to Section 242(d)(2) of the DGCL, to be approved by the stockholders, the votes cast “FOR” this item must exceed the votes cast “AGAINST” this item. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. A properly executed proxy marked “ABSTAIN” will not be voted and will have no effect on the proposal. On this proposal, brokers will have discretionary authority to vote in the absence of timely instructions from their customers. As a result, broker non-votes should not exist with respect to this proposal, and any broker non-votes will have no effect on the outcome of this proposal.

Item Six—Adjournment of Annual Meeting. To be approved by the stockholders, this item must receive the “FOR” vote of a majority of the total number of votes of our capital stock represented in person or by proxy entitled to vote at the Annual Meeting, voting as a single class. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. A properly executed proxy marked “ABSTAIN” will not be voted, although it will be counted as present and entitled to vote for purposes of the proposal. Accordingly, an abstention will have the effect of a vote against the proposal. On this proposal, brokers will have discretionary authority to vote in the absence of timely instructions from their customers. As a result, we do not expect any broker non-votes regarding this proposal. Broker non-votes, if any, are not counted as entitled to vote on this proposal and will have no effect on the outcome of this proposal.

Solicitation and Revocation

After you have submitted a proxy, you may change your vote at any time before the proxy is exercised by submitting a notice of revocation or a proxy bearing a later date. Regardless of whether you voted using a traditional proxy card, by telephone or by internet, you may use any of these methods to change your vote. You may change your vote either by submitting a proxy card prior to the date of the Annual Meeting or by voting again prior to the time at which the telephone and internet voting facilities close by following the procedures applicable to those methods of voting. In each event, the later submitted vote will be recorded and the earlier vote revoked. You may also revoke a proxy by voting in person at the Annual Meeting. Your attendance at the Annual Meeting will not, by itself, constitute revocation of a proxy.

TaoWeave will bear the cost of the solicitation of proxies from its stockholders, including the cost of preparing, assembling, and mailing the proxy solicitation materials. In addition to solicitation by mail, our directors, officers, and employees may solicit proxies from stockholders by telephone or other electronic means or in person, but no such person will be specifically compensated for such services. We will cause brokerage houses and other custodians, nominees, and fiduciaries to forward solicitation materials to the beneficial owners of stock held of record by such persons. We will reimburse such custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses in doing so. We have engaged Broadridge Financial Solutions to assist the distribution of the proxy materials and will reimburse their related reasonable out-of-pocket expenses.