Note 16 – Subsequent Events

Subsequent to March 31, 2026, the Company had the following transactions:

Supply Agreement

Subsequent to March 31, 2026, on April 11, 2026, TechForce Robotics, Inc., a wholly-owned subsidiary of the Company (“TechForce”), entered into a three-party Supply Agreement (the “Agreement”) with NUWA Robotics Corp. (“NUWA”) and Hon Hai Precision Industry Co., Ltd. (“Hon Hai”), with a stated commencement date of March 6, 2026. The Agreement establishes a development, manufacturing, and supply framework for robotic systems and related electromechanical products (collectively, the “Products”), under which TechForce defines the commercial requirements and retains ownership of all product specifications, designs, and associated intellectual property; NUWA provides engineering development, system integration, and coordinates manufacturing with Hon Hai; and Hon Hai manufactures, assembles, and tests the Products in accordance with the approved specifications and quality standards.

The Agreement has an initial term of two (2) years and automatically renews for successive one (1) year terms unless terminated upon at least three (3) months’ prior written notice, and may also be terminated by either party for uncured material breach upon thirty (30) days’ written notice. Hon Hai warrants the Products against defects in workmanship and non-conformity with manufacturing requirements for twelve (12) months following delivery. The Agreement does not specify minimum purchase commitments or guaranteed volumes; purchase quantities, unit prices, payment terms, and delivery schedules are to be established in individual purchase orders. Each party’s total cumulative liability is capped at the greater of (i) $1,000,000 or (ii) 100% of the aggregate amounts paid or payable to Hon Hai prior to the first anniversary of mass production, subject to customary exceptions for breach of confidentiality, intellectual property infringement, and indemnification. The Agreement is governed by the laws of Singapore, with disputes subject to final and binding arbitration before the Singapore International Arbitration Centre.

No amounts have been recognized in the condensed consolidated financial statements with respect to the Agreement, and management does not expect the Agreement to result in recognized amounts until purchase orders are issued and Products are received. A copy of the Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2026.

Convertible Note Payable

On April 6, 2026, the Company issued an unsecured convertible debenture with a principal amount of $2,500,000 and a $100,000 original issue discount, receiving net cash proceeds of $2,400,000. The debenture bears interest at 12% per annum, payable in cash or, at the Company’s option, in shares of common stock at $0.04 per share, and matures on April 5, 2027.

The debenture is convertible solely at the Company’s option (not the holder’s) into common stock at a fixed conversion price of $0.04 per share, subject only to customary anti-dilution adjustments. It contains no down-round, full-ratchet, or variable conversion price features and is subject to a 4.99% beneficial ownership limitation (increaseable to 9.99% upon 61 days’ prior written notice).

The Company may prepay all or any portion of the outstanding principal and accrued interest at 100% of the redemption amount upon 10 days’ prior written notice, subject to no Event of Default and the common stock remaining listed on its principal trading market. Upon an uncured Event of Default, principal and accrued interest become immediately due and payable.

The Company evaluated the embedded conversion feature under ASC 815-15-25-1 and ASC 815-40, concluded that the fixed conversion price is indexed solely to the Company’s common stock and qualifies for the scope exception in ASC 815-10-15-74(a), and accordingly accounts for the debenture as a single liability under ASC 470-20.