Note 16 Subsequent Events

The Company has evaluated subsequent events from the date of the consolidated balance sheet as of December 31, 2025 through the date of the release of the consolidated financial statements.

Settlement of Frost Bank Obligations

On January 15, 2026, the Company entered into a settlement agreement with Frost Bank related to its outstanding loan obligations. Pursuant to the settlement, the Company paid $1,197,891 to the bank on January 15, 2026, in consideration for the release of certain judgment liens. Upon payment, the settlement fully resolved all outstanding amounts owed to the bank, including accrued liabilities, capital lease obligations, amounts outstanding under a line of credit issued on and a note payable issued on November 29, 2021.

Settlement of Encompass Purchase Liability

On February 16, 2026, the Company entered into a settlement agreement to fully settle the Encompass Purchase liability for an aggregate amount of $650,000. The settlement consists of (i) a cash payment of $50,000, (ii) issuance of Company shares with an aggregate fair value of $400,000, and (iii) assignment of a loan liability of $200,000. The Company determined that this settlement represents an adjusting subsequent event, as it provides additional evidence about conditions that existed as of the balance sheet date, and accordingly, the consolidated financial statements have been adjusted to reflect the settlement.

GMRx Stock Purchase Agreement

On January 16, 2026, the Company entered into a Stock Purchase Agreement with GoMyRx, Inc., a Wyoming corporation (“GMRx”) and Go Biz Holdings, LLC, a Wyoming limited liability company (“GBiz”), pursuant to which the Company agreed to purchase $2.0 million of shares of GMRx’s common stock, par value $0.001 per share (the “GMRx Shares”), from GBiz in a private transaction pursuant to the exemptions from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder, representing a ten percent (10%) ownership interest in GMRx. The GMRx Shares bear a restrictive legend and may not be sold, transferred or otherwise disposed of unless in compliance with the requirements of the Securities Act and applicable state securities laws.

GMRx is a digital prescription fulfillment platform and affiliate company of the GoMyDocs healthcare ecosystem. The Company had previously entered into a managed services agreement with GMRx pursuant to which the Company agreed to provide GMRx with certain services, including but not limited to, platform administration, customer and user support, third-party vendor coordination and reporting/governance.

Stockholder Approval of Private Placement

On November 25, 2025, the Company and Armistice entered into a securities purchase agreement, pursuant to which the Company agreed to sell to Armistice an aggregate of 9,836,065 shares of its common stock (the “Private Placement Shares”) or pre-funded warrants exercisable for $0.0001 per share in lieu thereof (“Pre-Funded Warrants”), and accompanying common warrants to purchase up to 19,672,130 shares of common stock (the “Private Placement Warrants”) in a private placement (the “Private Placement Offering”), for gross proceeds of approximately $6 million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per Private Placement Share (or Pre-Funded Warrant) and the accompanying Private Placement Warrants were $0.61. The Private Placement Warrants are exercisable immediately following receipt of stockholder approval for the issuance of the Private Warrants and the shares of Common Stock underlying the Private Placement Warrants (such approval, “Stockholder Approval”) and have an exercise price of $0.61 per share, subject to adjustment for customary events such as stock splits and fundamental transactions. The Private Placement Warrants will expire five years from their initial exercise date. The closing of the Private Placement Offering occurred on December 1, 2025.

On March 2, 2026, the Company received Stockholder Approval at a special meeting of stockholders, pursuant to which the Company’s stockholders approved, in accordance with Nasdaq Stock Market, LLC Listing Rule 5635(d), the issuance of up to 19,672,130 shares of the Company’s common stock issuable to the Private Placement Investor upon exercise of the Private Placement Warrants.

Nasdaq Minimum Bid Price Non-Compliance

On March 27, 2026, the Company received written notification from Nasdaq Listing Qualifications Staff that, while the Company had not regained compliance with the minimum $1.00 bid price per share requirement by the initial March 23, 2026 deadline, the Company has been granted an additional 180-calendar-day compliance period, or until September 21, 2026, to regain compliance, during which the Company intends to cure the deficiency by effecting a reverse stock split, if necessary. If the Company fails to regain compliance by September 21, 2026, its securities will be subject to delisting, subject to the Company's right to appeal to a Nasdaq Hearings Panel. There can be no assurance that the Company will be successful in regaining compliance within the allotted period.