NOTE 18. SUBSEQUENT EVENTS

Except as set forth below and as disclosed throughout the notes to these financial statements, there were no subsequent events requiring disclosure herein.

Enquantum Transaction: On January 15, 2026, the Company entered into a secured convertible promissory note with Enquantum Ltd. (“Enquantum”) pursuant to which the Company advanced $166,000. The note bore interest at 1% per annum and was secured by a first-ranking floating charge over substantially all of Enquantum’s present and future assets. On February 5, 2026, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Enquantum pursuant to which the Company agreed, subject to specified milestone criteria and customary closing conditions, to acquire up to 51% of Enquantum’s issued and outstanding share capital on a fully diluted basis for aggregate consideration of $2,125,000, payable in milestone-based tranches. On February 23, 2026, the Company consummated the initial closing under the Share Purchase Agreement and acquired approximately 8% of Enquantum’s issued and outstanding share capital on a fully diluted basis. The initial closing included (i) the conversion of the previously issued $166,000 secured note into Enquantum ordinary shares and (ii) an additional cash investment representing the first milestone tranche. The Share Purchase Agreement provides for additional milestone-based tranche investments designed to increase the Company’s ownership interest to an aggregate of 51% on a fully diluted basis, subject to the satisfaction (or waiver) of specified operational and commercialization milestones and other customary conditions. In connection with the closing, the parties entered into an amendment to the Share Purchase Agreement granting the Company the right, at its discretion, to accelerate the funding of one or more future milestone tranches. The agreement also contemplates a final control top-up to increase the Company’s ownership from 48% to 51% on a fully diluted basis, for which the Company has agreed to issue shares of its common stock with an aggregate value of $125,000, based on the market price at the time of issuance. No such shares have been issued as of the date of these financial statements. As of December 31, 2025, no amounts related to the note, the Share Purchase Agreement, or the initial closing were reflected in the accompanying consolidated financial statements.

Public Offering: On January 29, 2026, the Company closed a public offering of 7,407,408 shares of its common stock (or pre-funded warrants in lieu thereof) together with warrants to purchase up to 14,814,816 shares of common stock, at a combined public offering price of $0.27 per share (or $0.269 per pre-funded warrant). Each share of common stock (or pre-funded warrant) was issued together with two warrants, each exercisable for one share of common stock at an exercise price of $0.27 per share and expiring two years from the initial exercise date. Gross proceeds from the offering were approximately $2.0 million, before deducting placement agent fees and other offering expenses. In connection with the offering, the Company agreed to pay the placement agent a cash fee equal to 7.0% of the gross proceeds, a management fee equal to 1.0% of the gross proceeds, reimbursement of certain expenses, and issued placement agent warrants exercisable for shares equal to 7.0% of the aggregate number of shares of common stock and pre-funded warrants sold in the offering. The placement agent warrants have an exercise price of $0.3375 per share and expire two years from the initial exercise date. The Company intends to use the net proceeds from the offering for working capital, merger and acquisition activities, and general corporate purposes. As the offering was completed subsequent to December 31, 2025, no amounts related to this transaction are reflected in the accompanying consolidated financial statements.