NOTE 13 – PREFERRED STOCK

The Company has authorized 15,000,000 shares of Convertible Preferred Stock, par value $0.01 per share, of which, 5,000,000 shares have been designated as Series A Convertible Preferred Stock (the “Preferred Stock”).

In November 2025, the Company entered into RSA-1 with Dr. Vuong Trieu, our CEO, and granted him 24,388 shares of our Preferred Stock, which were subject to a vesting schedule upon achievement of certain corporate milestones and subject to forfeiture if any or all the milestones were not achieved. As of December 31, 2025, 24,388 shares of the Company’s Preferred Stock were issued to Dr. Trieu, but Dr. Trieu would earn the Preferred Shares as and when he achieved certain milestones. As of December 31, 2025, Dr. Trieu had earned 12,196 shares of Preferred Stock. As of June 30, 2026, Dr. Trieu earned an additional 8,131 shares of Preferred Stock. Each share of Preferred Stock is convertible into 1,000 shares of the Company’s Common Stock, and votes with the Common Stock on an as converted basis.

In January 2026, the Company entered into RSA-2 with Dr. Trieu, to provide incentive compensation for his extraordinary efforts and time to raise capital and successful achievement of certain milestones. The restricted stock agreement provides for a grant of up to 26,512 shares of our Preferred Stock, subject to achievement of certain milestones. Each share of Preferred Stock is convertible into 1,000 shares of the Company’s Common Stock upon conversion and votes with the Common Stock on an as converted basis. Dr. Trieu achieved the first milestone and earned 4,426 shares of Preferred Stock.

 SCHEDULE OF PREFERRED STOCK

For the January 2026 grant, The Company calculated the grant date fair value of the Preferred Stock for the RSA issued to Dr. Trieu as approximately $2.1 million, recorded stock-based compensation of approximately $0.5 and $1.2 million for the three months and six mended June 30, 2026 and had approximately $0.9 million of unamortized expense to be recognized in future periods as and when the milestones are achieved.

The Company calculated the grant date fair value of the Preferred Stock for the RSA issued to Dr. Trieu in 2025 as approximately $1.6 million, recorded stock-based compensation of approximately $1.1 million during the year ended December 31, 2025 and had approximately $0.5 million of unamortized expense to be recognized in future periods as and when the milestones are achieved. During the three and six months ended June 30, 2026, the Company recorded stock-based compensation of approximately $0.1 million and $0.2 million, respectively, and had approximately $0.1 million of unamortized expense to be recognized in future periods as and when the milestones are achieved.