NOTE 16 – SUBSEQUENT EVENTS

Grant of RSU to directors, officers and to certain employees and advisors

On July 10, 2026, the board of directors (the “Board”) of the Company approved the granting of certain restricted stock units (“RSUs”) to the Company’s directors and officers; and to certain employees and advisors, that are employed by the Company or affiliates of the Company, pursuant to the terms of Restricted Stock Unit Award Agreements (the “RSU Agreements”). In the aggregate 17,796 RSUs were awarded, including the RSUs issued to the Company’s directors and officers.

Each RSU represents the contingent right to receive one (1) share of the Company’s Preferred Stock, subject to performance and time-based vesting. Each share of Preferred Stock is convertible, by its terms, into 1,000 shares of the Common Stock.

The RSUs will vest if the Company’s Common Stock is uplisted onto a national stock exchange on or before June 30, 2027, or such period as extended by the Board, subject to the recipient’s continuing to remain in service with the Company or its affiliated entity for a period six months after such uplisting. Each RSU will be settled by delivery of Preferred Stock immediately upon vesting. If the uplisting does not occur by June 30, 2027, or such period as extended by the Board, or, the recipient’s continuous service terminates before six months following the uplisting, then the RSUs would expire and automatically be forfeited.

The names of the directors and officers who received RSU awards, their titles, and the number of RSUs granted are reflected in the table below:

 SCHEDULE OF RSU AWARDS

The RSUs have been granted at no cost to all the recipients and are subject to the terms and conditions of the RSU Agreement between the Company and the recipient.

The issuance of the RSUs is exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act.

New SPA and Note with Pacific Pier

On August 3, 2026, the Company entered into a new SPA with Pacific Pier, whereby the Company issued a new Pacific Pier Note in the aggregate principal amount of $178,410 convertible into shares of common stock of the Company. The convertible notes carry a twelve (12%) percent coupon and a default coupon of 16% and mature at the earliest of one year from issuance or upon event of default. Pacific Pier has the right at any time following issuance date to convert all or any part of the outstanding and unpaid amount of the note into the Company’s common stock at a conversion price established at a fixed rate of $0.06 or 85% of the lowest traded price of the Common Stock on the Principal Market on any Trading Day during the ten (10) Trading Days prior to the respective Conversion Date. The Company also issued 500,000 of the Company’s common stock as commitment shares to Pacific Pier.

Uplisting of the Company’s Common Stock to Nasdaq

The Company filed a listing application for the Company’s Common Stock with Nasdaq on July 28, 2026. The Company has received a request for additional information from Nasdaq and the Company is in the process of responding to the request.