Securities Purchase Agreement

On July 29, 2025, the Company closed a private placement offering pursuant to a Securities Purchase Agreement, dated June 29, 2025, with two institutional investors (the “Investors”), resulting in gross proceeds of $560,422 (the “Offering”). The Offering was priced at-the-market consistent with Nasdaq rules and included the issuance of (i) 483,372 shares of the Company’s common stock at a purchase price of $0.9094 per share; (ii) pre-funded warrants exercisable for 173,681 shares of common stock at an exercise price of $0.0001 per share (the “Pre-Funded Warrants”), purchased for $0.9093 per share; and (iii) five-year warrants to purchase 483,372 shares of common stock at an exercise price of $0.9094 per share (the “Warrants”), for which the Investors paid $0.125 per Warrant.

As part of the transaction, the Company entered into a Consulting Agreement with Bill Panagiotakopoulos, appointing him as Executive Consultant to explore a potential $100,000,000+ cryptocurrency-related treasury reserve financing opportunity (the “Treasury Opportunity”). Mr. Panagiotakopoulos was appointed to the Company’s Board of Directors as a Class II Director and agreed to resign immediately upon the occurrence of any of the following “Resignation Trigger Events”: (i) failure to present a qualifying Treasury Opportunity within three business days of the agreement; (ii) failure to execute a Letter of Intent for such opportunity within 15 business days of its presentation; (iii) failure to consummate the transaction within 30 days of such Letter of Intent; or (iv) a material misstatement in his submitted Officers & Directors Questionnaire. In connection with his appointment, Mr. Panagiotakopoulos submitted an irrevocable contingent letter of resignation to the Company, effective upon any such Resignation Trigger Event. His consulting agreement terminates upon his appointment as an executive officer or upon the occurrence of a Resignation Trigger Event.

If a Treasury Opportunity is successfully consummated, Mr. Panagiotakopoulos will be appointed Chief Executive Officer of the Company with an annual salary of $200,000 and will be granted a Restricted Stock Award of 300,000 shares under the Company’s 2023 Incentive Compensation Plan, vesting 50% upon issuance and the remainder pro rata over 18 months of continuous service, subject to an increase in the Plan’s share reserve.

In connection with the Offering, Dawson James Securities, Inc. served as the Company’s financial adviser and received 150,000 restricted shares of common stock and a $20,000 expense reimbursement.

The Purchase Agreement also restricts the Company from entering into or negotiating any agreement similar to the Treasury Opportunity with any party introduced by Mr. Panagiotakopoulos for one year following a Treasury Opportunity Failure, as defined therein. The Investors were granted a right of first refusal (“ROFR”) for 75 days to participate in any future equity or debt financings, with sole discretion to withhold consent to such financings if they decline to participate. The ROFR automatically terminates upon the occurrence of a Treasury Opportunity Failure, defined as: (i) failure to present a qualifying Treasury Opportunity within three business days of the Purchase Agreement; (ii) failure to execute a Letter of Intent within 15 business days thereafter; or (iii) failure to consummate the Treasury Opportunity within 30 days of such Letter of Intent.

The Purchase Agreement also provides that, upon successful completion of the proposed $100,000,000 Treasury Opportunity, the Company will use its best efforts, with the consent of Resource Group US Holdings LLC and its equityholders, to unwind the transactions effected by the Membership Interest Purchase Agreement dated February 25, 2025, as amended, with such equityholders. This would include, among other things, the cancellation of all 1,500,000 shares of Series A Convertible Preferred Stock issued to the Resource Group equityholders.

In connection with the Offering, the Investors acquired the Company’s outstanding 10% Original Issue Discount Convertible Debentures previously issued to Arena Special Opportunities Partners II, LP, Arena Special Opportunities (Offshore) Master, LP, Arena Special Opportunities Partners III, LP, and Arena Special Opportunities Fund, LP (the “Arena Debentures”). The Company entered into a Forbearance Agreement with the Investors’ assignees (the “Assignees”) pursuant to which the Assignees agreed to forbear from exercising remedies related to any existing defaults under the Arena Debentures until 61 days after the occurrence of a Treasury Opportunity Failure. Following such failure, and for a 60-day period thereafter, the Company may redeem or arrange a third-party purchase of the Arena Debentures at 115% of the then-outstanding principal balance.

In connection with the Offering, the Company also entered into a Waiver and Consent with Arena Business Solutions Global SPC II, LTD (“Arena Business Solutions Global”), effective June 29, 2025, pursuant to which Arena Business Solutions Global waived its rights under its existing Securities Purchase Agreement to object to the Company entering into variable rate transactions. As consideration for this waiver, the Company issued Arena Business Solutions Global a five-year pre-funded warrant to purchase 100,000 shares of common stock at a nominal exercise price of $0.0001 per share.

New Regulation

Subsequent to the end of the second quarter of 2025, on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental expenditures, modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income, amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements. The Company is currently assessing the impact of the OBBBA and an estimate of the impact on the Company's consolidated financial statements is not yet available.