NOTE 16 – COMMITMENTS AND CONTINGENCIES

Paradox Data LLC Letter of Intent. On June 18, 2026, the Company entered into a binding letter of intent (the “Paradox LOI”) to acquire a 51% majority membership interest in Paradox Data LLC, a Florida limited liability company, for consideration consisting of shares of a newly designated series of Series A Convertible Preferred Stock with an aggregate initial liquidation preference of $5,000,000. Closing is conditioned on Paradox Data LLC holding specified technology, data, and intellectual property rights, land, and power capacity. The Paradox LOI also provides for the Company to receive up to an additional 25% membership interest, at no additional cost, if Paradox Data LLC does not timely satisfy a specified utility power interconnection milestone within three years of closing. The Paradox LOI is terminable by either party if definitive documentation is not executed by July 31, 2026, and provides for no break-up or termination fee. See Note 19, Subsequent Events, for further discussion.

Skycore Digital LLC. On April 28, 2026, the Company entered into a binding letter of intent to acquire 100% of the membership interests of Skycore Digital LLC, a North Carolina limited liability company, with the Skycore Sellers, an entity affiliated with Michelle Burke, the Company’s former Co-Chief Executive Officer. Subsequent to June 30, 2026, on July 9, 2026, the parties amended the letter of intent, effective as of June 30, 2026, to convert it to a non-binding expression of the parties’ present intentions, eliminate the Company’s $500,000 break-up fee exposure, and extend the drop-dead date to January 15, 2027; see Note 19, Subsequent Events. As of June 30, 2026, prior to the amendment, the Company’s obligations under the letter of intent, including the break-up fee, remained in effect. This matter is disclosed for transparency regarding a potential future related party transaction. See Note 17 for further related party disclosure.

GEAR Therapeutics Option. In connection with the Spin-Out described in Note 4, and in exchange for the Company retaining its subsidiary GEAR Therapeutics, Inc. on a post-Merger basis, the Company issued to Coeptis Holdings, Inc. (“CHI”), the entity to which the Company’s other biopharmaceutical operations were contributed in the Spin-Out and the equity of which was distributed to the Company’s pre-Merger stockholders, 1,000,000 shares of the Company’s common stock and executed and delivered to CHI an option agreement granting CHI a limited-time option, exercisable in its discretion, to acquire GEAR for the fair market value of GEAR at the time of exercise. The option becomes exercisable on October 24, 2026 and remains exercisable for a period of twenty-four months from that date. If CHI exercises the option, CHI is required to pay the Company the fair market value of GEAR determined at the time of exercise. Accordingly, the option does not provide CHI with the right to acquire GEAR at a discount to its fair market value. The Company concluded that no liability was required to be recognized for the option as of June 30, 2026.

Legal Matters. The Company is currently not a defendant in any litigation or threatened litigation that could have a material effect on the Company’s condensed consolidated financial statements.