NOTE 5 - RELATED PARTY TRANSACTIONS

Mr. Tom Glasner Larsen is the spouse of Mrs. Glaesner, CEO of GK Partners, and was a member of our board of directors from February 23, 2023 until his voluntary retirement on June 9, 2023. He was a beneficial owner of a controlling interest in NP Bioinnovation A/S (formerly Managementselskabet af 12.08.2020 A/S) until its acquisition by the Company on February 23, 2023. He was also a beneficial owner of a controlling interest in Orocidin until its acquisition by the Company on May 13, 2024, and a beneficial owner of a controlling interest in Bio-Convert until its acquisition by the Company on November 11, 2024.

Effective April 1, 2022, we issued to GK Partners, for financial services, a warrant (the “2022 GK Warrant”) to purchase up to 600,000 shares of our Common Stock at an exercise price of $10.00 per share, and which had an expiration date of December 31, 2023. The Company determined that the 2022 GK Warrant was not precluded from equity classification and was therefore recorded within additional paid-in capital on the Company’s consolidated balance sheets at its issuance date fair value. On December 22, 2023, the expiration date of the warrant, covering 570,500 remaining unexercised warrant shares, was extended to December 31, 2024. For the year ended March 31, 2025, GK Partners exercised a portion of its warrant for 57,400 shares. The exercise price was $10.00 per share for total proceeds of $576,000. On December 31, 2024 the 2022 GK Warrant expired.

Effective December 30, 2024, warrants were issued to GK Partners (the “2024 GK Warrant”) to purchase up to 1,000,000 shares of the Company’s Common Stock at an exercise price equal to the greater of $8.91 and the daily volume weighted average price of the Common Stock for the ten trading days immediately preceding the date of exercise. The 2024 GK Warrant was scheduled to expire on December 31, 2025. The Company determined that the 2024 GK Warrant was precluded from being classified within equity and was liability classified under ASC Topic 815, Derivatives and Hedging. During the year ended March 31, 2025, GK Partners exercised a portion of its 2024 GK Warrant for a total of 35,176 shares. The exercise price ranged from $8.91 to $8.95 per share for total proceeds of $313,455. On March 31, 2025, the 2024 GK Warrant was terminated. Immediately prior to the termination, the fair value of the 2024 GK Warrant was $167,000, which was reclassified to additional paid in capital due to the related party relationship with GK Partners.

As detailed in Note 4, on June 20, 2023, the Company and GK Partners entered into a Stock Purchase and Sale Agreement whereby the Company acquired equity interests in Mag Mile.

During the year ended March 31, 2026, GK Partners purchased 49,000 shares of the Company’s common stock at a price of $5.00 per share for gross proceeds of $245,000.

In July 2025, NP Bioinnovation A/S entered into a short-term lease agreement with GK Partners. NP Bioinnovation A/S incurred $37,776 of expense related to the lease agreement.

For the year ended March 31, 2026, GK Partners provided services to the Company’s subsidiaries totaling approximately $126,658.

Mr. Bennett Yankowitz, our chief financial officer and director, was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). We recorded legal fees to the Affiliate of $3,665 and $79,463 for the years ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and March 31, 2025, we had no outstanding payables due to the Affiliate for either period.

Our employment agreement with Henrik Rouf, our chief executive officer, provided for a base salary of $72,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Rouf’s annual salary to $120,000 and to extend the term to April 1, 2025. On July 1, 2025 the agreement was amended to increase Mr. Rouf’s annual salary to $360,000 and to extend the term to July 1, 2026.

Our consulting agreement with Bennett Yankowitz, our chief financial officer and a member of our board of directors, provided for a base salary of $36,000 per year, commencing April 1, 2023, and had a term of one year. On April 8, 2024 the agreement was amended to increase Mr. Yankowitz’s annual salary to $60,000 and to extend the term to April 1, 2025. On July 1, 2025 the agreement was amended to increase Mr. Yankowitz’s annual salary to $120,000 and to extend the term to July 1, 2026.

During the year ended March 31, 2025, a related party forgave their payable of $13,886. The amount has been credited to additional paid in capital.

Effective June 3, 2024, Christian Hill-Madsen resigned from the Board of Directors of the Company, and the remaining Board members appointed Peter Severin as his replacement and as Chairman of the Board of Directors. Mr. Hill-Madsen will continue as CEO of NP Bioinnovation A/S, of which the Company acquired 100% of the outstanding shares in exchange for shares of the Company on February 23, 2023.

On June 3, 2024, the Company’s Board of Directors approved a compensation plan under which the Chairman of the Board of Directors will receive compensation of $20,000 per annum, and each other Director will receive compensation of $10,000 per annum, in consideration of their serving on the Corporation’s Board of Directors, payable in equal installments semiannually in arrears, commencing December 31, 2024, without proration for partial terms. As of March 31, 2026, $15,000 is included in accounts payable and accrued expenses.

On October 1, 2025, the Company entered into a consulting agreement with Darlington Group, LLC (“Darlington Group”), which is controlled by Andrew Ritter, a member of the Company’s board of directors. Darlington Group will provide consulting services concerning strategic guidance on U.S. capital markets and drug development; market access and network development; partnerships, industry intelligence and strategic planning; and operational support. The agreement is terminable by either party on 30 days’ advance notice. For these services, Darlington Group will be paid $10,000 in advance per quarter on each October 1, January 1, April 1 and July 1 during the term of the agreement, commencing October 1, 2025.

In October 2025, the Company, through its subsidiary NoviThera, purchased intellectual property from Alteral in exchange for 49.9% equity stake in NoviThera, to research and develop a novel and unique Monoclonal antibody (MaB) as a novel innovative therapy for the treatment of psoriasis. Mr. Allan Wehnert, who controls Alteral Therapeutics, was appointed CEO of NoviThera. As a result of the purchase, the Company retained a controlling 50.1% ownership interest in NoviThera. The Company expensed the acquired in-process research and development of $527,625 at the acquisition date because the assets had no alternative future use.