Note 15 – Subsequent Events

Registered Direct Offering and Concurrent Private Placement

The Company entered into a Securities Purchase Agreement with an accredited investor for a registered direct offering of 1,631,121 shares of common stock and pre-funded warrants to purchase up to 1,337,693 shares, together with a concurrent private placement of Class A and Class B common stock purchase warrants to purchase up to an aggregate of 5,937,628 common shares. The Class A and Class B warrants have an exercise price of $1.28 per share, become exercisable six months after issuance, and expire five years and one year after issuance, respectively. We also issued placement agent warrants to purchase 148,441 shares of common stock at an exercise price of $1.25 per share. The Offerings closed on July 1, 2026, for aggregate gross proceeds of approximately $3.0 million, before deducting placement agent fees and offering expenses of $0.6 million.

Completion of this offering satisfied the "Qualified Equity Offering" condition under the Company's Note Purchase Agreement with Streeterville Capital, LLC dated June 29, 2026 (see Note 6 – Debt). As a result, the Company has the right to a $1,200,000 Note Exchange, releasing that amount from the restricted deposit account described in Note 5 – Restricted Cash to the Company's operating account.

Asset Purchase Agreement

On July 24, 2026, we entered into an Asset Purchase Agreement to sell certain proprietary software and a related advertising account to an unaffiliated third party for $450,000, subject to closing conditions not yet satisfied as of the date of this filing.