NOTE 25 - SUBSEQUENT EVENTS

Share Issuances

During the period from December 31, 2025, through the date of issuance of these consolidated financial statements, the Company has issued 868,000 shares of Common Stock under the ELOC Agreement, for total gross proceeds of $2,569,097.

On February 23, 2026, the Company closed a registered direct offering pursuant to a securities purchase agreement, dated February 19, 2026. In connection with such offering, the Company issued 4,134,175 shares of Common Stock and pre-funded warrants to purchase up to 1,800,543 shares of Common Stock at an exercise price of $0.001 per share. These warrants were exercised on March 17, 2026. The offering generated gross proceeds of approximately $20.0 million, before deducting placement of agent fees and related offering costs.

Disputed Fees

On February 24, 2026, A.G.P. / Alliance Global Partners asserted it was allegedly owed fees in the amount of $1.4 million in connection with a registered direct offering of the Company’s Common Stock consummated on February 23, 2026, involving a certain investor which A.G.P. has claimed is subject to compensation under tail fee rights, pursuant to a Placement Agency Agreement, dated November 19, 2025 between the Company and A.G.P. The Company disputes such claim, and A.G.P. has not threatened litigation at this time. The Company believes the claim will most likely be settled outside of litigation and views the possibility of litigation as remote, although no assurances can be given in this regard. The amount of any potential settlement cannot be reasonably estimated at this time.