Note 13 – Subsequent Events

Executive Team Transitions

On February 23, 2026, the Board of Directors appointed Daniel (Danny) Bogar as President and Chief Executive Officer to replace the Company’s interim CEO, Stephen Jones, who had been appointed the role on October 8, 2025 upon the separation of our former CEO, Chris Gannon. On March 2, 2026, the Company appointed Adrienne Anderson as its Interim Chief Financial Officer to replace Russell Kline, whose employment as the Company’s Chief Financial Officer was terminated effective as of March 2, 2026. 

See Note 10 for information on recent employee separations.

Nasdaq Compliance

On January 12, 2026, the Company received written notification from The Nasdaq Stock Market Listing Qualifications Staff indicating that the Company has regained compliance with the $1.00 minimum closing bid price requirement for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) and that the matter is now closed.

License Agreement

On January 26, 2026, the Company executed a license agreement with the City of Orlando for use of their space at Iron Bridge Water Reclamation (the “License Agreement”). The License Agreement grants the Company a temporary, revocable, nonexclusive license to use approximately 15,000 square feet of the facility for the following (i) installation and operation of AirSCWO units to process city wastewater sludge, (ii), processing of certain approved third-party materials under a WDS program, subject to approval by the City of Orlando, and maintenance of equipment , manufacturing of AirSCWO units and inventory storage. The initial term of the License Agreement commences February 1, 2026 for five years with two optional five-year renewal terms. The initial monthly licensee fee is $8,000 for the first two years, with annual increases of 2.5% thereafter. The License Agreement includes provisions for the termination for convenience with 180 days’ written notice by either party.

The City of Orlando will also receive a WDS fee for any approved third-party materials that are processed at the facility based on the type of third-party materials processed which will be charged at a per pound or gallon rate depending on the type of material.

Purchase Order

On March 3, 2026, we received a purchase order from a construction company tied to a municipal project in Olathe, Kansas for the manufacturing of an AirSCWO 6 unit. The execution of the purchase order triggered a $2,300,000 invoice that has been submitted to the customer.

Issuance of Convertible Notes

In March 2026, we issued three separate convertible notes and received cash proceeds of $800,000. The convertible notes bear interest at 10%, mature three years from the issue date and are convertible into shares of common stock at conversion rate of $5.00. Semi-annual interest payments are required on March 31, and September 30, each year commencing September 30, 2026. The convertible notes include warrant coverage equal to the shares that the issued convertible notes are convertible into. Therefore, a total of 160,000 common stock warrants were issued to the convertible note holders. The common stock warrants are exercisable immediately for a period of three years at an exercise price of $7.50 per warrant share.

Common Stock Issuances

On January 7, 2026, we issued 60,000 shares of common stock in a cashless option exercise of 100,000 option shares with $1 exercise price to our current Chief Executive Officer.

On February 2, 2026, we issued 124,051 shares of common stock in a cashless option exercise of 200,000 option shares with an exercise price of $1.20.

On January 21, 2026, we issued 38,796 shares of common stock to a former non-employee director who resigned from the board of directors on January 5, 2026.  The former non-employee director had previously received a restricted stock unit grant on August 28, 2025 with vesting on the grant date anniversary or August 28, 2026. Upon the non-employee director’s resignation, the board approved an acceleration of vesting.

On February 13, 2026, we issued 74,750 shares of common stock to certain employees for vested restricted stock units.