Note 9. Subsequent events

On April 22, 2025, the Company entered into a securities purchase agreement providing for the issuance of a promissory note in the principal amount of $180,550, with an original issue discount of $23,550.  A one-time interest charge of 12%, or $21,666, was applied on the issuance date to the principal. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments, with the first payment due May 30, 2025. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 65% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 35%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). 

On June 6, 2025, the Company entered into certain Subscription Agreements pursuant to which the Company agreed to issue and sell in a private placement to accredited investors, in the aggregate, 500 shares of a newly created class of preferred stock designated Series E Preferred Stock (the “Series E Preferred Stock”), with a face value of $1,000 per share (the “Face Value”), for aggregate proceeds of $500,000 (the “Initial Closing”). The Company may sell additional shares of Series E Preferred Stock pursuant to additional subscription agreements for aggregate proceeds of up to $6,000,000, less the proceeds received in the Initial Closing, in one or more additional closings.  The shares of Series E Preferred Stock were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.  Following an increase in the number of authorized shares of Common Stock of the Company by at least one hundred fifty million (150,000,000) additional shares, each share of Series E Preferred Stock will be convertible at the option of the holder thereof into a number of shares of Common Stock equal to (i) the Face Value, divided by (ii) (A) the closing market price of the Common Stock on the principal trading market for the Common Stock one (1) trading day immediately prior to the applicable date of issuance, multiplied by (B) seventy-five percent (75%), rounded down to the nearest whole share; provided, however, no holder may convert the Series E Preferred Stock it holds if such conversion would result in such holder beneficially owning five percent (5%) or more of the outstanding Common Stock. 

On June 23, 2025, the Company issued approximately 1.23 million shares of common stock to a third party for financial advisory and capital raising activities. The shares had a fair value of approximately $62,000.