Note 2. LIQUIDITY AND GOING CONCERN

For the three months ended March 31, 2026, the Company had a net loss of $7,742,597 and had an accumulated deficit of $118,774,287 as of March 31, 2026. As of March 31, 2026, the Company had cash and cash equivalents of $51,730 and net cash used in operating activities of $3,413,129 for the three months then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern within twelve months from the date these unaudited condensed consolidated financial statements are issued.

In addition, on December 10, 2025, the Company received a deficiency notice from The Nasdaq Stock Market LLC indicating that the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive trading days, and that the Company was therefore not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has until June 8, 2026 to regain compliance with the minimum bid price requirement. On April 13, 2026, the Company received an additional deficiency notice from The Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies on the Nasdaq Capital Market to maintain a minimum stockholders’ equity of $2.5 million. If the Company is unable to regain compliance with the applicable Nasdaq listing requirements within the required timeframes, the Company’s common stock may be subject to delisting from the Nasdaq Capital Market, which could materially adversely affect the liquidity of the Company’s common stock and its ability to raise additional capita

Management Plans

Management is actively pursuing multiple initiatives to address the Company’s liquidity position and going concern uncertainty:

During the three months ended March 31, 2026, the Company raised gross proceeds of $6,500,000 through the issuance of secured convertible promissory notes to fund working capital requirements and satisfy existing debt obligations, including the full repayment of the Agile Capital Funding LLC arrangement.

Subsequent to March 31, 2026, the Company raised additional gross proceeds of $1,000,000 through the issuance of promissory notes to fund working capital requirements.

On April 2, 2026, the holders of a majority of the Company’s outstanding shares of common stock approved a reverse stock split at a ratio of not less than 1-for-25 and not more than 1-for-200, as determined by the Board of Directors in its sole discretion, which is intended in part to assist the Company in regaining compliance with Nasdaq’s minimum bid price requirement.

On April 13, 2026, the Company entered into a collaboration agreement with Kare Rx Hub, LLC, Kare Pharmtech, LLC, and Healthstar Technologies, LLC related to the formation of a new limited liability company in which the Company is expected to hold a 51% ownership interest, which management believes will provide additional revenue opportunities and enhance the Company’s long-term growth prospects.

Management is also focused on growing revenues through the expansion of its pharmacy operations and distribution network, reducing operating expenses, and continuing to pursue additional equity and debt financing arrangements to fund the Company’s operations. The Company filed a definitive proxy statement on May 4, 2026 relating to a special meeting of stockholders to consider, among other matters, a proposed corporate name change to Vantix Health, Inc., the authorization of a class of preferred stock, and an increase in the number of shares reserved under the Company’s equity incentive plan, which management believes will enhance the Company’s ability to attract capital and incentivize key personnel.

Management believes that these initiatives, together with existing cash resources and anticipated revenues, will provide the Company with additional liquidity to support its operations. However, there can be no assurance that the Company will be able to obtain sufficient additional capital when needed, regain compliance with Nasdaq listing requirements, execute its collaboration agreement on the terms currently contemplated, or achieve profitability. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

In connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the conditions described above raise substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these unaudited condensed consolidated financial statements are available to be issued.