On March 20, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations, Preferences, Rights and Limitations of Series B 5% Convertible Preferred Stock (the “Certificate of Designations”) to its Amended and Restated Articles of Incorporation. The Company has authorized 20,000,000 shares of preferred stock, none of which was issued or outstanding prior to the filing of the Certificate of Designations. The Certificate of Designations authorized the issuance of up to 15,000 shares of Series B 5% Convertible Preferred Stock, par value $0.00001 per share (the “Series B Preferred Stock”). The Certificate of Designations establishes and sets forth the designations, preferences, powers and rights, and limitations of the Series B Preferred Stock.

Concurrent with the filing of the Certificate of Designations, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”), whereby it agreed to sell to the Purchaser (the “Offering”) (i) 5,600 shares of the newly established Series B Preferred Stock, which has a stated value of $1,070 per share (the “Stated Value”) for a purchase price of $1,000 per share, and warrants (the “Preferred Stock Purchase Warrants”) to purchase up to 5,600 shares of Series B Preferred Stock at an exercise price of $1,000 per share, subject to adjustment (the “Warrant Shares”).

The Series B Preferred Stock ranks senior to the Company’s Common Stock with respect to dividend payments, redemption rights, distributions and payments upon the liquidation, dissolution and winding up of the Company. Each share of Series B Preferred Stock entitles the holder to dividends initially equal to 5.0% of the stock’s Stated Value, per annum payable quarterly in cash or shares of Series B Preferred Stock, at the option of the Company. The dividends are cumulative and as of March 31, 2026, the Company has accrued $9,986 of dividends payable to Series B Preferred Shareholders for the period from Series B Preferred Share Closing Date through March 31, 2026.

If the closing value of the Company’s Common Stock is less than an established Floor Price (initially set at $2.25 per share) then in effect, for five consecutive days, the dividend rate increases to 18.0% of the Stated Value of the Series B Preferred Stock per annum. The Floor Price is subject to adjustment on the 40th business day after the Series B Preferred Share Closing Date (the “Floor Reset Date”). The adjusted Floor Price will be equal to 65% of the lowest closing price of the Common Stock during the 15 trading days immediately preceding the Floor Reset Date but in no case will the adjustment increase the Floor Price. Subsequent to March 31, 2026, but before these condensed consolidated financial statements were filed, the Company’s Common Stock closed below the Floor Price for five consecutive days.

The Series B Preferred Stock may be converted into such number of shares of Common Stock as is equal to the Stated Value of the Series B Preferred Stock divided by the applicable Market Conversion Price (defined below). The Conversion Price is initially equal to $4.38 (the “Initial Conversion Price”), which was the Closing Price of the Common Stock at the opening of trading on the Series B Preferred Share Closing Date, unless during the first 30 calendar days following the Series B Preferred Share Closing Date (the "Initial Conversion Price Period") the lowest Closing Price of the Common Stock falls below 85% of the Initial Conversion Price, in which case the conversion will be at the Market Conversion Price. During the Initial Conversion Price Period, the Market Conversion Price will equal the average of the three lowest closing prices of the Common Stock during the ten trading days immediately preceding the applicable conversion date. After the Initial Conversion Price Period, the Market Conversion Price will be the lesser of: (i) 90% of the average of the three

lowest closing prices of the Common Stock during the ten trading days immediately preceding the applicable conversion date and (ii) 110% of the Closing Price on the Series B Preferred Stock Closing Date. In no case will the applicable Market Conversion Price be less than the Floor Price then in effect. In the event that the Company issues Common Stock at price lower than the conversion price that would otherwise be in effect for the Series B Preferred Stock or issues securities other than certain exempted transactions that may be converted into or exercised to acquire the Company’s Common Stock that have a conversion price or an exercise price lower than the conversion price that would otherwise be in effect for the Series B Preferred Stock the conversion price of the Services B Preferred Stock will decrease to the aforementioned sale, conversion, or exercise price as applicable. No conversion shall be effective if, after conversion and giving consideration to attribution parties of the holder, the holder will have a beneficial ownership interest in the Company exceeding 9.99% of the number of shares of Common Stock outstanding immediately after the conversion.

The Company may, at any time commencing on the thirtieth business day after the Series B Preferred Stock Closing Date, at its sole option, redeem some or all of the Series B Preferred Stock then outstanding, at a redemption price equal to the sum of (i) 110% of the aggregate Stated Value of the outstanding Series B Preferred Stock, (ii) accrued but unpaid dividends, and (iii) all liquidated damages and other amounts due in respect to the Series B Preferred Stock (the “Optional Redemption Amount”), upon a prior written notice to the holder given at least thirty (30) days before such redemption (the “Optional Redemption Notice”). The holder shall continue to have the right to convert the Series B Preferred Stock at the Conversion Price then in effect after receipt of an Optional Redemption Notice and prior to the payment of the Optional Redemption Amount. If the Company fails to meet certain requirements specified in the Certificate of Designations at any time between delivery of the Optional Redemption Notice and payment of the Optional Redemption Amount, the holder can nullify the redemption by giving three days’ notice.

Upon the occurrence of a “Triggering Event” as defined in the Certificate of Designations which includes failure to maintain or provide effective registration statements for issuable shares, failure to maintain an adequate reserve Common Stock shares to satisfy conversions, violation of negative covenants contained in the Certificate of Designations, redemption of more than a de minimis number of securities junior to the Series B Preferred Stock, becoming party to a “Fundamental Transaction” (as defined in the Certificate of Designations and discussed in more detail below) or a change of control transaction, bankruptcy, a monetary judgment against the Company or any subsidiary in excess of $500,000 that is unvacated, unbonded, or unstayed for a period of 60 calendar days, or a payables litigation that is unvacated, unbonded or unstayed for a period of 45 days, the holders of the Series B Preferred Stock will have the option to require the Company to redeem all of the Series B Preferred Stock held by the holder (the “Triggering Event Redemption”). The Triggering Event Redemption shall be paid in cash at a price equal to the sum of (a) the greater of (i) 120% of the aggregate Stated Value then outstanding and (ii) the product of (y) the “Volume Weighted-Average Price” (as defined in the Certificate of Designations) on the trading day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other amounts due in respect of the Series B Preferred Stock (the “Triggering Redemption Amount”). Upon the occurrence of a Triggering Event, the Floor Price shall also be reset to equal the lesser of (i) the Floor Price then in effect and (ii) 20% of the Closing Price on the Series B Preferred Stock Closing Date. In addition to the foregoing, upon the occurrence of a Triggering Event, the Company shall pay each holder of Series B Preferred Stock an amount in cash equal to $100,000 as liquidated damages. The Company is contractually obligated to pay the Triggering Redemption Amount in cash within five trading days of receiving a put notice.

If the average daily closing price of the Company’s Common Stock during the six calendar months immediately following the Series B Preferred Stock Closing Date is less than the Floor Price then in effect at the end of such period (the “Put Trigger”), then each holder shall have the right, exercisable at any time within 30 trading days following the end of such six calendar month period, to require the Company to redeem up to 50% of such holders then outstanding shares of Series B Preferred Stock. The redemption shall be at a price equal to the Triggering Redemption Amount (the “Holder Put Right”).

Upon the consummation of a Fundamental Transaction by the Company, which includes a merger, sale of all or substantially all the assets of the Company, recapitalization, reorganization, or the sale by the Company of shares resulting in more than 50% ownership by a person or group, the holders of the Series B Preferred Stock shall have the right to convert their shares into the shares of common stock of the successor or acquiring corporation or shares of common stock of the Company, if it is the surviving entity, and receive any additional consideration receivable as a result of such Fundamental Transaction by a holder of shares of Common Stock

Upon any issuance by the Company or any of its subsidiaries of Common Stock, Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (the “Subsequent Financing”), the Purchaser shall have the right to participate in up to 25% of the aggregate amount of such Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing, during a period of 24 months after the Series B Preferred Share Closing Date.

The Series B Preferred Stock is not considered mandatorily redeemable, however the Series B Preferred Stock is redeemable upon events not solely in control of the Company. Accordingly, the Company determined that mezzanine treatment is appropriate for the Series B Preferred Stock and has presented it as such in the condensed consolidated balance sheets and condensed consolidated statements of changes in mezzanine equity and stockholders’ deficit.

The Company concluded that the holder redemption features within the Series B Preferred Stock met all requirements for bifurcation and accordingly the Company separately recognized a liability embodying the estimated fair value of these features (the “Bifurcated Derivatives”) upon the issuance of Series B Preferred Stock. Refer to Note 12: Fair Value Measurements for additional information regarding the valuation of the Bifurcated Derivatives.

The Preferred Stock Purchase Warrant was issued as part of the Offering initially accounted for as a liability by the Company and accordingly are required to be measured initially and subsequently at fair value with changes thereto recorded within net income. The Company valued the Preferred Stock Purchase Warrant initially at fair value upon issuance using a Black-Sholes model (see Note 12: Fair Value Measurements for additional information). The Company concluded that fair value of the Preferred Stock Purchase Warrant on the Series B Closing Date was $5,970,000 which exceeded the gross proceeds received. Accordingly, the Company determined that the appropriate accounting for the Offering was to value all instruments issued to the Purchaser at fair value and record the excess of this fair value over the proceeds received as a loss within net income. The Company concluded that the aggregate fair value of the Series B Preferred Stock issued amounted to $11,208,736 and accordingly recognized a loss upon the consummation of the Offering as follows:

The Company determined certain features embedded in the Series B in the Series B Preferred Stock met the requirements to be separately accounted for as derivative instruments. These features have been accounted for as a single compound derivative and had a fair value on March 20, 2026 of $2,260,000, the residual Series B Preferred Stock host had a fair value of $8,948,736 (the “Initial Host Amount”). At issuance, the Company recognized the Series B Preferred Stock at the Initial Host Amount. See Note 12: Fair Value Measurements for additional information about the valuation of the Series B Preferred Stock and the Bifurcated Derivatives.

The Preferred Stock Purchase Warrant is exercisable at any time on or after March 20, 2026 and expires on February 20, 2027, subject to extension under certain circumstances. The Preferred Stock Purchase Warrant is a freestanding instrument. The Company determined that the Preferred Stock Purchase Warrant did not satisfy the conditions to be accounted for as an equity instrument and, accordingly, classified the warrant as a liability upon issuance. Refer to Note 12: Fair Value Measurements for additional information regarding the valuation of the Preferred Stock Purchase Warrant liability. At March 31, 2026 the aggregate outstanding Preferred Stock Purchase Warrant was convertible into 5,600 shares of Series B Preferred Stock. If the Preferred Stock Purchase Warrant was exercised on March 31, 2026 the 5,600 shares of Series B Preferred Stock received upon exercise would be convertible into 1,368,036 shares of the Company’s Common Stock.

As a result of the Circle8 Acquisition, the Company assumed a warrant (the “Circle8 Benelux Warrant”) that had been previously issued by Circle8 Benelux B.V. (“Circle8 Benelux”). Upon the consummation of the Circle8 Acquisition, Circle8 Benelux became a consolidated subsidiary of the Company. The Circle8 Benelux Warrant expires on April 1, 2027. The Circle8 Benelux Warrant enables the holder to acquire a 9.8% equity interest in Circle8 Benelux for an aggregate exercise price of €784,000 (approximately $906,000 at March 31, 2026). The holder of the Circle8 Benelux Warrant may also elect to cash-settle the warrant during the final year during which it is outstanding, for an amount that is equal to 9.8% of the product of eight times the prior year EBITDA of Circle8 Benelux, less downward adjustments for certain debt-like items. The Circle8 Benelux Warrant has been recorded in “warrant liabilities, non-current” on the accompanying

20% of the outstanding equity in the Company’s subsidiary, Circle8 Consulting, is owned by a third party (the “Redeemable NCI Holder”). The Redeemable NCI consists of 5,000 common shares of Circle8 Consulting. Under the terms of the shareholders’ agreement the Redeemable NCI Holder holds an option to put the Redeemable NCI to the Company for cash at any time after November 1, 2026 (the “NCI Put Option”). The amount of cash to be received by the Redeemable NCI Holder upon the exercise of the NCI Put Option is determined using a contractually defined option base amount derived from Circle8 Consulting’s consolidated EBITDA for 2025, multiplied by a contractual EBITDA multiple, and then multiplied by the percentage of Circle8 Consulting’s registered share capital represented by the Redeemable NCI (the “Redeemable NCI Put Price”). The Company also has the option to acquire the Redeemable NCI from the Redeemable NCI Holder upon the occurrence of certain specified events relating to changes to the composition of upper management of Circle8 Consulting (the “Redeemable NCI Call Option”). The exercise price of the Redeemable NCI Call Option is calculated in the same manner as the Redeemable NCI Put Price, except that it is calculated using the EBITDA figure most recently completed year preceding the exercise of the NCI Call Option.