NOTE 12 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events that occurred after December 31, 2025 through March 31, 2026, the issuance date of these financial statements.

Additional Closing of Bridge Financing

On February 9, 2026, the Company completed a second closing under the Note Purchase Agreement (see Note 6) and issued a secured convertible promissory note in the principal amount of $275,000 and a warrant to purchase a number of shares of Common Stock equal to $500,000 divided by the lower of (i) the Fixed Price and (ii) the Nasdaq Price for a total purchase price of $250,000.

In connection with such closing, the Company issued a Placement Agent Warrant to Maxim for the purchase of 2,022 shares of Common Stock at an exercise price of $8.16.

Filing of Certificate of Designation

On February 13, 2026, the Company filed a certificate of designation (the “Certificate of Designation”) with the Delaware Secretary of State to establish the rights and preferences of the Series E Convertible Preferred Stock (see Note 8). The following is a summary of the terms of the Series E Convertible Preferred Stock.

The Certificate of Designation also includes customary covenants and events of default, including a covenant that the Company will not, without the prior written consent of the holders of at least a majority of the outstanding shares of Series E Convertible Preferred Stock: (i) issue, incur or guaranty any debt or additional Liabilities (as defined in the Certificate of Designation) other than (a) trade payables incurred in the ordinary course of business, (b) indebtedness or Liabilities incurred pursuant to equipment leases, purchase money financings, or capital leases entered into in the ordinary course of business, (c) indebtedness or Liabilities incurred in connection with bona fide commercial banking or credit card arrangements on customary terms, or (d) intercompany indebtedness; or (ii) issue (a) any shares of Common Stock, Preferred Stock or any option, warrant, or right to subscribe for, acquire or purchase shares of Common Stock or Preferred Stock, or (b) any securities that are convertible into or exchangeable for shares of Common Stock or any class or series of Preferred Stock, subject to certain exceptions set forth in the Certificate of Designation.

Completion of Direct Listing

On February 19, 2026, the Company’s Common Stock began trading on the Nasdaq Capital Market, which is the “Initial Listing Date” referred to above. The Initial Registration Statement relating to such direct listing was declared effective by the SEC on February 17, 2026. The “Nasdaq Price” referred to above was $11.42. Accordingly, (i) the secured convertible promissory notes referred to above (see Note 6) have a conversion price of $6.80, (ii) the warrants issued in connection with such secured convertible promissory notes (see Notes 6 and 9) are exercisable for 62,500 shares of Common Stock at an exercise price of $8.16 and expire on February 28, 2027, (iii) the shares of Series E Convertible Preferred Stock have a conversion price of $11.42 and (iv) the Preferred Warrant (see Notes 8 and 9) is exercise for 3,502,627 shares of Common Stock at an exercise price of $11.42. Subsequent to the Initial Listing Date, a Trigger Event (as defined in the Certificate of Designation) occurred. Accordingly, the conversion price of the Series E Convertible Preferred Stock is equal to the lower of $11.42 and a price equal to 89% of the lowest daily volume weighted average price of the Common Stock on its principal market during the ten (10) trading day period prior to the conversion date, subject to a floor price equal to 20% of the “Minimum Price” as defined in Nasdaq Rule 5635.

Additional Closing of Private Placement

On February 19, 2026, the Company completed the second closing under the Preferred Purchase Agreement (see Note 8) and issued 5,000 shares of Series E Convertible Preferred Stock and the Preferred Warrant to the Investor for a purchase price of $5,000,000, less fees of $25,000.

In connection with such closing, the Company paid Maxim a fee of $300,000 and issued a Placement Agent Warrant to Maxim for the purchase of 24,057 shares of Common Stock at an exercise price of $13.704.

Conversion of Preferred Stock

On February 19, 2026, in connection with the Company’s direct listing on Nasdaq, (i) an aggregate of 846,368 shares of Series A Preferred Stock were converted into an aggregate of 846,368 shares of Common Stock, (ii) an aggregate of 651,465 shares of Series A-1 Preferred Stock were converted into an aggregate of 651,465 shares of Common Stock, (iii) an aggregate of 442,402 shares of Series A-2 Preferred Stock were converted into an aggregate of 442,402 shares of Common Stock, (iv) an aggregate of 1,471,487 shares of Series B Preferred Stock were converted into an aggregate of 1,471,487 shares of Common Stock, (v) an aggregate of 1,204,040 shares of Series C Preferred Stock were converted into an aggregate of 1,204,040 shares of Common Stock and (vi) an aggregate of 101,565 shares of Series D Preferred Stock were converted into an aggregate of 101,565 shares of Common Stock.

Conversion of Convertible Promissory Notes – Private Placement

On February 19, 2026, all principal and accrued interest in the aggregate amount of $73,857 due under the convertible promissory notes described in Note 6 under “Convertible Promissory Notes - Private Placement” was converted into an aggregate of 14,151 shares of Common Stock.

Conversion of Convertible Promissory Notes – Equity Crowdfunding

On February 25, 2026, all principal and accrued interest in the aggregate amount of $760,955 due under the convertible promissory notes described in Note 6 under “Convertible Promissory Notes - Equity Crowdfunding” was converted into an aggregate of 91,535 shares of Common Stock.

Issuance of Common Stock

On February 19, 2026, the Company issued 173,505 shares of Common Stock to Maxim pursuant to the Maxim Engagement Letter (see Note 8).

On March 2, 2026, the Company issued 4,193 shares of Common Stock to a service provider.