NOTE 15 – SUBSEQUENT EVENTS

Sale of Units

During May 2026 and June 2026, the Company sold an additional 0.8 Units to two investors for an aggregate purchase price of $200,000. In connection with the sale of the Units, the Company issued 50,000 shares of common stock and 50,000 warrants to purchase shares of common stock.

The above securities were offered and sold to the investors in accordance with the exemption from registration afforded by Section 4(a)(2) of Rule 506(b) of Regulation D under the Securities Act.

Related Party

On May 12, 2026, Greyt, Dr. Shapiro, Mr. Bothwell and the Company formed Serephon LLC (“Serephon”), a Delaware limited liability company. The Serephon operating agreement provides for Serephon to seek to (a) own and operate clinics providing regenerative and longevity-related clinical services through licensed physicians and other appropriately credentialed clinical personnel in jurisdictions where it is permitted by applicable law and licensed to do so; and (b) operate in other jurisdictions as a management services organization providing non-clinical administrative, operational, advisory, technology, marketing, management, equipment, procurement, and other lawful support services to physician-owned medical practices and other lawful healthcare-adjacent businesses, while not engaging in the practice of medicine. The Board of Directors determined that the Company had no intention of engaging in the clinical services being offered by Serephon other than described below.

In connection with the Serephon business, the Company will agree to supply biologic products to Serephon and/or Serephon’s owned and participating clinics, in exchange for an initial fifty percent (50%) Class A limited liability company membership interest (48 units) in Serephon, with the remaining Class A limited liability company membership interests owned equally by Greyt (16 units), Dr. Shapiro (16 Units) and Mr. Bothwell (16 Units).

Equity Awards

On June 10, 2026, the Company awarded the following options to purchase shares of our common stock (“Options”) under the 2021 Plan:

(a) The Company awarded Options under the 2021 Plan for 625,000 shares of common stock, to each of Greyt Ventures LLC, a principal stockholder and consultant to the Company, Ian Bothwell, the Company’s Chief Executive Officer and Chief Financial Officer and a member of the board of directors, and George Shapiro, the Company’s Chief Medical Officer and a member of the board of directors. The Options are fully vested as of the award date, are exercisable on a “cashless basis” for a period of ten (10) years from the award date at an exercise price of $1.67 per share, and are subject to the other terms and conditions of the 2021 Plan.

(b) The Company awarded Options under the 2021 Plan for 625,000 shares of common stock to each of Greyt Ventures LLC, Ian Bothwell and George Shapiro (“Incentive Options”). The Incentive Options vest in full upon the achievement of certain performance milestones, are exercisable on a “cashless basis” during the period commencing on the date they vest and ending ten (10) years from the award date at an exercise price of $1.67 per share, and are subject to the other terms and conditions of the 2021 Plan. The Incentive Options are antidilutive for any future transaction that provides for the issuance of 10% or more of the Company’s common stock outstanding on a fully diluted basis.

(c) The Company awarded Options under the 2021 Plan for 80,000 shares of common stock to Chuck Bretz a non-executive director of the Company and an aggregate of 77,500 shares of common stock to certain other Company employees and a consultant. The Options are fully vested as of the grant date, are exercisable for a period of five (5) years from the award date at an exercise price of $1.67 per share, and are subject to the other terms and conditions of the 2021 Plan.