Note 10.    Subsequent Events

The Company has evaluated subsequent events through August 13, 2026, and identified the following:

Amendment and Forbearance Agreement

On July 22, 2026 (the “Third Amendment Effective Date”), the Loan Parties and Fifth Third entered into a Third Amendment to Credit Agreement and Forbearance Agreement (the “Third Amendment”).  In the Third Amendment, Fifth Third agreed to forbear from exercising certain rights and remedies in respect of certain Events of Default under the Credit Agreement (the “Designated Events of Default”), including the Specified Events of Default identified in a notice delivered to the Loan Parties on May 29, 2026, beginning on July 22, 2026 until June 30, 2027 (the “Standstill Period”), subject to certain forbearance termination events. Fifth Third also agreed that the minimum fixed-charge coverage ratio, the maximum funded debt-to-EBITDA ratio, and the Minimum Cash Covenant covenants are not applicable during the Standstill Period. The Third Amendment imposes a variety of obligations and restrictions on the Loan Parties, including a prohibition from requesting any revolving loan advances, requires the Loan Parties to make defined payments in accordance with the terms of the Third Amendment, including to make monthly payments of interest on the Term Loan beginning on the Third Amendment Effective Date until the maturity date and quarterly payments of $125,000 of principal on the Term Loan beginning on October 10, 2026, and to make monthly payments of interest only on the Delayed Draw Term Loan beginning on the Third Amendment Effective Date until the maturity date, and quarterly payments of $75,000 of principal on the Delayed Draw Term Loan beginning on October 10, 2026.  The Third Amendment imposes other covenants and obligations on the Loan Parties, including that the Company pursue a sale of all or a portion of the assets of the Company and its subsidiaries, achieve certain milestones with respect to a prospective sale, and pay certain fees to the Lender if such milestones are not achieved.  The Third Amendment provides that all obligations under the Credit Agreement are due and payable at the end of the Standstill Period.

Promissory Note and Warrant

Also on July 22, 2026, the Company entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) and a Promissory Note and Security Agreement (the “Note”), with RCS/TIG Holdings LLC, a Delaware limited liability company (the “Subordinated Lender”). The Subordinated Lender is controlled by the Executive Chairman of the Board of the Company.  The principal amount of the Note is $2,000,000 and bears interest at an annual rate of 10%. All interest accrued and payable is capitalized and added to the outstanding principal amount of the Note. All unpaid principal and any unpaid and accrued interest is due and payable on July 21, 2027 (the “Maturity Date”). There are no prepayment fees associated with the Note. The Note is secured by a lien on substantially all of the assets of the Company, which lien is subordinated to the lien of the Lender. The Subordinated Lender’s ability to exercise its rights under the Note are limited by an Intercreditor and Subordination Agreement between the Lender and the Subordinated Lender.

In accordance with the Purchase Agreement, the Company issued a warrant to the Subordinated Lender (the “Warrant”) that is exercisable through July 21, 2027 to purchase up to 220,000 shares of the Company’s common stock at an exercise price of $1.45 per share (which is equal to the average closing price of the Company’s common stock for the five consecutive trading days immediately preceding July 22, 2026).