NOTE 18 - EQUITY

The historical shareholders’ equity of MeridianBet Group (the accounting acquirer /legal acquiree) prior to the reverse merger (the MeridianBet Acquisition) has been retrospectively adjusted (a recapitalization) for the equivalent number of shares received by the former owners of MeridianBet Group as required under ASC 805.

Preferred Stock

The Company has 20,000,000 shares of $0.00001 par value preferred stock authorized.

As of June 30, 2026, and December 31, 2025, 0 and 0 Series B preferred shares of par value $0.00001 were outstanding, respectively.

As of June 30, 2026, and December 31, 2025, 1,000 and 1,000 Series C Preferred Stock shares of par value $0.00001 were outstanding, respectively.

As of June 30, 2026, and December 31, 2025, 19,998,000 shares of preferred stock remained undesignated.

Common Stock

As of June 30, 2026, and December 31, 2025, 25,000,000 and 25,000,000 shares of common stock, par value $0.00001 per share, were authorized, of which 12,669,479 and 12,641,023 shares were issued and outstanding, respectively.

Common Stock Transactions

As of December 31, 2025, the Company had accrued quarterly salary compensation of $429,077 payable to Zoran Milošević, Chief Executive Officer of the MeridianBet Group, representing the equivalent of 21,516 shares of common stock, and $144,077 payable to Snežana Božović, Chief Operating Officer of Meridian Serbia, Secretary of the MeridianBet Group, and a member of the Board of Directors, representing the equivalent of 7,223 shares of common stock, based on the average market price of the Company’s common stock during the applicable quarter. These amounts were expected to be settled through the issuance of shares.

In June 2026, the Company, Zoran Milošević and Snežana Božović, mutually agreed to reduce the number of shares to be issued in settlement of the accrued salary compensation to reflect shares previously issued to each of them upon the vesting of restricted stock units under the Company’s 2023 Equity Incentive Plan. Accordingly, the number of shares to be issued in settlement of the accrued salary compensation was reduced by 12,500 shares for Zoran Milošević and 3,125 shares for Snežana Božović. Following this adjustment, the remaining accrued salary compensation expected to be settled in shares was $179,799 for Zoran Milošević and $81,743 for Snežana Božović, which is payable in shares of common stock at the option of the Company.

2018 Equity Incentive Plan

The following table represents the stock option activity for the six months ended June 30, 2026:

The total compensation cost related to stock options granted was $0 and $118,741, for the six months ended June 30, 2026 and 2025, respectively.

2022 Equity Incentive Plan (the “2022 Plan”)

The 2022 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) restricted stock units, (v) stock awards; (vi) shares in performance of services; (vii) other stock-based awards; or (viii) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board of Directors of the Company in its discretion shall deem relevant.

The following table represents Restricted Stock Unit (RSU) activity under the 2022 Plan for the six months ended June 30, 2026:

2023 Equity Incentive Plan (the “2023 Plan”)

The 2023 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) restricted stock units, (v) stock awards; (vi) shares in performance of services; (vii) other stock-based awards; or (viii) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board of Directors of the Company in its discretion shall deem relevant. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2023 Plan is the sum of (i) 416,666 shares, and (ii) an automatic increase on April 1st of each year for a period of nine years commencing on April 1, 2024 and ending on (and including) April 1, 2033, in an amount equal to the lesser of (A) five percent (5%) of the total shares of common stock of the Company outstanding on the last day of the immediately preceding fiscal year (the “Evergreen Measurement Date”); and (B) 416,666 shares of common stock; provided, however, that the Board may act prior to April 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. Notwithstanding the foregoing, no more than a total of 4,166,666 shares of common stock (or awards) may be issued or granted under the 2023 Plan in aggregate, and no more than 4,166,666 shares of common stock may be issued pursuant to the exercise of Incentive Stock Options. On April 1, 2024, the number of shares eligible for issuance under the 2023 Plan increased automatically by 150,678 shares; on April 1, 2025, the number of shares eligible for issuance under the 2023 Plan increased by 302,666 shares (the Board of Directors took action prior to April 1, 2025, to limit the automatic increase under the 2023 Plan, which would have increased by 416,666 shares, to 302,666 shares, to take into account a total of 114,000 of awards made under the 2022 Plan, after the adoption of the 2023 Plan); and on April 1, 2026, the number of shares eligible for issuance under the 2023 Plan increased by 416,666 shares.

The following table represents the RSUs activity under the 2023 Plan for the six months ended June 30, 2026:

The total compensation cost related to RSUs was $462,377 and $1,779,402 for the six months ended June 30, 2026 and 2025, respectively.