Note 13 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were available to be issued. As a result of this evaluation, the following material subsequent events were identified that required disclosure in the unaudited condensed consolidated financial statements:

Special Meeting of Stockholders

On July 9, 2026, the Company held a Special Meeting of Stockholders at which stockholders approved (i) the Additional Investment Right under the PIPE Offering, (ii) the issuance of shares of common stock upon conversion of the Series A Preferred Stock and exercise of the related warrants in excess of 19.99% of the shares outstanding prior to the PIPE Offering, and (iii) an increase in the number of authorized shares of common stock from 100,000,000 to 500,000,000.

Amendment to Certificate of Designation and Completion of Second PIPE Tranche

On July 10, 2026, the Company filed an amendment to the Certificate of Designation for the Series A Preferred Stock with the Secretary of State of the State of Nevada, increasing the number of designated Series A shares from 4,000 to 4,500. Also on July 10, 2026, the Company and the investor executed the final transaction documents for the second tranche of the PIPE Offering described in Note 10, covering the 444 shares of Series A Preferred Stock and 1,052,632 warrants for which subscription proceeds of $400,000 were received in June 2026.

Share Redemption Agreement with Related Party

As contemplated by the use-of-proceeds provisions of the Securities Purchase Agreement governing the PIPE Offering described in Note 10, the Company was required to apply approximately $150,000 of the proceeds to retire 150,000 shares of common stock held by insiders. The Company advanced the $150,000 prior to June 30, 2026, and the amount has been recorded as a reduction of stockholders’ equity as of June 30, 2026 (see Note 10).

On July 10, 2026, the Company entered into a share redemption agreement with BK Investments, an entity affiliated with Mr. Brian John, the Company’s Interim Chief Financial Officer, providing for the repurchase and retirement of the 150,000 shares for aggregate consideration of $150,000. On July 16, 2026, the repurchase was completed and the 150,000 shares were cancelled and retired. The par value of the cancelled shares was reclassified within stockholders’ equity. No further charge to stockholders’ equity was recognized upon closing, as the consideration had been recorded in the period the advance was made.

Issuance of Shares Upon Vesting of Restricted Stock Units

On July 13, 2026, the Company issued an aggregate of 476,720 shares of common stock upon the vesting and settlement of previously granted restricted stock units including, 126,720 shares issued to Dr. Glynn Wilson, the Company’s Chief Executive Officer.

Conversion of Series A Preferred Stock

Subsequent to June 30, 2026, the holder of the Company’s Series A Preferred Stock converted portions of its Series A Preferred Stock into shares of the Company’s common stock in accordance with the terms of the Series A Preferred Stock described in Note 10. In connection with such conversions, the Company issued 300,000 shares of common stock on July 16, 2026, 450,000 shares on July 28, 2026, 150,000 shares on July 31, 2026, and 50,000 shares on August 6, 2026, for an aggregate of 950,000 shares of common stock.

Nasdaq Listing Update

On July 17, 2026, the Company received a delisting determination from the Nasdaq Listing Qualifications Department relating to the previously disclosed stockholders’ equity deficiency. The Company requested a hearing before a Nasdaq Hearings Panel, which stayed any suspension or delisting action pending the hearing, which hearing is scheduled for August 25, 2026. There can be no assurance that the Company will regain compliance with the applicable listing requirements.