NOTE 10 - SUBSEQUENT EVENTS

Rodman Offering

On February 13, 2026 the Company completed a public offering through Rodman, as placement agent (the “Rodman Offering”), of an aggregate of (a) 12,560,715 units (the “Common Units”), consisting of (i) 12,560,715 shares (the “Shares”) of Common Stock, and (ii) five-year5 warrants to purchase up to 12,560,715 shares of Common Stock (the “Common Stock Warrants”), at an offering price of $0.35 per Common Unit, and (b) 1,725,000 units (the “Pre-Funded Units”), consisting of (i) pre-funded warrants to purchase up to 1,725,000 shares of Common Stock (the “Pre-Funded Warrants”) and (ii) five-year5 warrants to purchase up to 1,725,000 shares of Common Stock, at an offering price of $0.3499 per Pre-Funded Unit. Immediately upon the closing of the Rodman Offering, certain holders of Pre-Funded Warrants exercised their Pre-Funded Warrants for the purchase of an aggregate of 1,325,000 shares of Common Stock. On March 13, 2026, the remaining individual holder exercised its Pre-Funded Warrant for the purchase of 400,000 shares of Common Stock.

The Common Stock Warrants have an exercise price of $0.35 per share, are immediately exercisable and expire five years after the date of issuance. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are immediately exercisable and will remain exercisable until exercised in full.

The gross proceeds of the Offering were approximately $5.0 million, before deducting placement agent fees and expenses and offering expenses payable by the Company. In connection with the Rodman Offering, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors. Pursuant to the Securities Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for 90 days after the closing date of the Rodman Offering, subject to certain exceptions. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a variable rate transaction (as defined in the Securities Purchase Agreement) until the nine-month anniversary of the closing date of the Rodman Offering, subject to certain exceptions.

In connection with the Rodman Offering, the Company entered into a placement agency agreement, dated February 11, 2026, with Rodman pursuant to which the Company engaged Rodman as the exclusive placement agent in connection with the Rodman Offering. The Company agreed to pay Rodman a cash fee equal to 7% of the aggregate gross proceeds received in the Rodman Offering. The Company also agreed to reimburse Rodman for up to $100,000 for out-of-pocket expenses for legal fees and other expenses. In addition, the Company agreed to issue to Rodman, at the closing of the Rodman Offering, warrants, exercisable from the date of issuance until the five year anniversary of the commencement of sales, to purchase up to 1,000,000 shares of Common Stock (which represents 7% of the aggregate number of shares of Common Stock, inclusive of shares of Common Stock issuable upon the exercise of Pre-Funded Warrants, sold in the Rodman Offering), at a per share exercise price of $0.4375 (which represents 125% of the public offering price per Common Unit) (the “Rodman Warrants”).

Common Stock Issuances

On February 10, 2026, the Company issued 170,000 shares of Common Stock to Auctus in partial satisfaction of Abeyance Shares.

On February 13, 2026, the Company issued 748,055 shares of Common Stock to Auctus in full satisfaction of Abeyance Shares. Following such issuances, there are no remaining Abeyance Shares.

Conversion of Series B Preferred Stock

On February 24, 2026, Auctus converted its remaining 1,398,158 shares of Series B Preferred Stock into 1,398,158 shares of Common Stock. Following this conversion, no shares of Series B Preferred Stock remain outstanding.