Note 12 – Related Party Transactions

JAG Note Payable and Warrant

In the fourth quarter of 2022, the Company issued a series of demand promissory notes in the aggregate principal amount of $550,000 to a related party, JAG, a company in which the Company’s Chief Business Officer is a beneficiary but does not have any control over its investment decisions with respect to the Company, for an aggregate purchase price of $500,000. The JAG Notes accrue 10% annual interest from their respective dates of issuance. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee and accrued interest. On July 10, 2023, the Company issued an additional demand promissory note in the principal amount of $110,000 to JAG for a purchase price of $100,000.

In consideration for subscribing to the JAG Note for $100,000 dated December 29, 2022, and for agreeing to extend the date on which the other JAG Notes are callable to March 31, 2023, the Company issued JAG a warrant to purchase 61 shares of common stock. The warrant may be exercised for a period of five (5) years from issuance at a price of $14,400.00 per share. On July 10, 2023, JAG agreed to extend the date on which the JAG Notes are callable to September 30, 2023. On January 21, 2025, the Company received a demand notice from JAG.

On August 13, 2025, the Company and JAG entered into the JAG August Letter pursuant to which (i) the maturity date of the JAG Notes is extended until September 30, 2025, (ii) if the Company pays $100,000 to JAG before September 30, 2025, the maturity of the JAG Notes will be extended automatically to December 31, 2025, (iii) if the Company pays an additional $175,000 to JAG before the end of each subsequent quarter, the maturity of the JAG Notes will be extended automatically by an additional calendar quarter, until the JAG Notes have been repaid in full, (iv) if the Company raises more than $3,000,000 after the date of the letter agreement, the Company shall pay ten percent (10%) of any proceeds in excess of $3,000,000 to repay the JAG Notes, (v) the JAG Notes may be converted by the holder into shares of the Company’s common stock at a conversion price of $80.00 per share, and (iv) the Company agreed to issue to JAG a warrant to purchase up to 3,750 shares of the Company’s common stock at an exercise price of $80.00 per share, exercisable for five years from the date of issuance (the “JAG Warrant”).

On November 13, 2025, the Company and JAG entered into the JAG Nov Letter pursuant to which (i) the maturity date of the JAG Notes was extended until December 31, 2025, if the Company pays $100,000 to JAG by November 30, 2025, (ii) the exercise price on the JAG Warrant was reduced from $80.00 per share to $30.00 per share, and (iii) the remaining terms of the JAG August Letter remained unchanged.

For the years ended December 31, 2025 and 2024, the Company incurred $60,833 and $61,000 in interest related to the JAG Notes, respectively. In December 2025, the Company repaid $63,000 of interest due on the JAG Notes. As of December 31, 2025 the balance of the JAG Notes was $660,000 plus outstanding accrued interest of $120,437.

Executive Notes Payable

In the fourth quarter of 2022, the Company issued demand promissory notes in the aggregate principal amount of $220,000 for an aggregate purchase price of $200,000, of which (1) $100,000 was received from its Chief Executive Officer ($60,000 on November 29, 2022, $15,000 on December 2, 2022, and $25,000 on December 13, 2022) and (2) $100,000 was received from an entity controlled by its Chief Business Officer ($75,000 on November 29, 2022 and $25,000 on December 13, 2022). These notes accrue 10% annual interest accrues from the date of issuance. These notes are callable with 10 days prior written notice. At maturity, the Company agreed to pay outstanding principal, a 10% financing fee, and accrued interest.

For the years ended December 31, 2025 and 2024, the Company incurred $20,278 and $20,333 in interest related to these demand notes, respectively. As of December 31, 2025 the cumulative balance of these demand notes was $220,000 plus outstanding accrued interest of $62,460.