July 2026 Management Changes

On July 1, 2026, James D. Burnham notified the Company of his decision to resign, effective as of such date, from his position as a member of the Company’s Board of Directors. Mr. Burnham’s resignation was not related to any disagreement with the Company on any matter relating to its operations, policies or practices. In connection with his resignation, effective July 1, 2026, the Company entered into an employment agreement with Mr. Burnham, pursuant to which Mr. Burnham serves as the Company’s Director of Growth & M&A for an initial one-year term, subject to automatic one-year renewals unless either party provides notice of non-renewal at least 30 days prior to the expiration of the then-current term, at an annual base salary of $275,000, with a discretionary bonus of up to 15% of his base salary upon the achievement of objectives determined by the Company’s Board of Directors and eligibility for six months’ severance upon a termination of his employment by the Company without cause. The amended and restated consulting agreement, dated June 2, 2025, between the Company and JDB Consulting Services, Inc., a company controlled by Mr. Burnham, pursuant to which Mr. Burnham previously provided services to the Company, was deemed terminated as of July 1, 2026.

April 2026 Private Placement — Status of Second Closing

On July 13, 2026, the Company filed Amendment No. 2 to its registration statement on Form S-3 (Registration No. 333-295970) (as so amended, the “Initial April 2026 Registration Statement”), which, as amended, registers the resale of up to 6,310,883 shares of Common Stock, consisting of up to 2,393,784 shares of Common Stock issuable upon conversion of the Initial April 2026 Notes (assuming accrual of interest at 10% for a period of twelve months) and up to 3,917,099 shares of Common Stock issuable upon exercise of the Initial April 2026 Warrants, and no longer covers the shares of Common Stock underlying the Second April 2026 Notes and the Second April 2026 Warrants. The Initial April 2026 Registration Statement was declared effective by the SEC on August 5, 2026. The Company may file one or more additional registration statements with the SEC to register the resale of the shares of Common Stock underlying the Second April 2026 Notes and the Second April 2026 Warrants and any additional shares of Common Stock that may become issuable upon conversion of the April 2026 Notes at prices below the Initial April 2026 Conversion Price. As of the date the financial statements included in this Quarterly Report were issued, the Second Closing of the April 2026 Private Placement had not occurred and no February 2026 Notes had been repaid with the proceeds thereof. The Company and the Purchasers are in discussions regarding the timing of the Second Closing and the Company’s failure to register certain shares of Common Stock issuable pursuant to the Initial April 2026 Notes.