Note 9 – Subsequent Events

In light of the change in how the Series 2 Shares are accounted for, as described in Note 2 above, the Company and Streeterville have renegotiated the terms of the Series 2 Shares so they will no longer be considered mezzanine equity. On June 29, 2026, the Company amended and restated the original certificate of designations for the Series 2 Shares to address the accounting classification issues described in Note 2 above and to align the contractual terms of the Series 2 Shares with the Company’s and Streeterville’s original intent that such instrument be classified as permanent equity.

On June 29, 2026, the Company filed an Amended and Restated Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock (the “Amended Certificate”) with the Secretary of State of the State of Delaware, which was approved by the Board of Directors and by Streeterville, as the sole holder of all outstanding Series 2 Shares. The Amended Certificate eliminates the provisions that previously gave rise to the mezzanine (temporary) equity classification, including: (i) removal of the “Deemed Liquidation Event” provision that previously entitled holders to receive the Series 2 Preferred Liquidation Amount upon certain change-of-control transactions not solely within the Company’s control; (ii) reduction of the Fixed Conversion Price from $10.00 to $0.40 per share, thereby eliminating the variable conversion price feature that required bifurcation of the embedded derivative under ASC 815-15; and (iii) limitation of the liquidation preference to apply solely upon an actual voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, with explicit exclusion of mergers, consolidations, sales of assets, and other business combinations. The Company expects that the amended terms will support classification of the Series 2 Shares within permanent stockholders’ equity prospectively from the date of the amendment.

On June 30, 2026, the Company entered into an Exchange Agreement with Streeterville pursuant to which Streeterville exchanged 1,170 Series 2 Shares for an unsecured Promissory Note of the Company in the original principal amount of $1,299,870 (the “Exchange Note”). The exchange was effected as a Section 3(a)(9) exchange under the Securities Act of 1933, as amended, without any additional consideration paid by Streeterville. The Exchange Note bears interest at 9.5% per annum (compounding daily on a 360-day year basis) and matures on July 30, 2027, 13 months from the date of issuance. Beginning July 30, 2026, Streeterville has the right to redeem up to $108,332.50 (plus accrued interest) of the Exchange Note per calendar month. Upon the occurrence of specified trigger events or events of default (including failure to pay, insolvency, delisting, or breach of covenants), Streeterville may accelerate the Exchange Note and the outstanding balance increases by 10%. Following the exchange, the 1,170 Series 2 Shares were cancelled.

The Company expects to account for the exchange as an extinguishment of the Series 2 Shares surrendered for exchange by Streeterville and issuance of a new debt instrument. Accordingly, as of June 30, 2026, the carrying value of the 1,170 Series 2 Shares will be derecognized, the Exchange Note will be recorded at fair value, and any difference will be recognized in additional paid-in capital or as a deemed dividend/contribution, as applicable. The Company will evaluate the Exchange Note for embedded features requiring bifurcation under ASC 815-15.

In connection with the revision of prior period financial information described in Note 2 above, the Company performed a recovery analysis pursuant to its compensation recovery policy adopted in compliance with Exchange Act Rule 10D-1 and the applicable Nasdaq listing standards. Based on this analysis, the Company determined that the revisions did not result in any erroneously awarded incentive-based compensation to any current or former executive officer during the applicable recovery period. Accordingly, no recovery of compensation was required under the Company’s compensation recovery policy.

Management’s Evaluation

Management has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the financial statements were issued require potential adjustment to or disclosure in the financial statements and has concluded that all such events or transactions that would require recognition or disclosure have been recognized or disclosed.