NOTE 16 – SUBSEQUENT EVENTS

Revolving Line of Credit

On July 1, 2026, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with an unrelated third party providing for a senior secured revolving credit facility with aggregate borrowing capacity of up to $5.0 million. The revolving credit facility matures on July 1, 2028 and bears interest at a rate equal to Daily Simple SOFR plus 13%. Borrowings under the facility are available in minimum advances of $200,000 and are secured by a first-priority security interest in substantially all of the Company’s assets. The Company paid a one-time commitment fee equal to 2.0% of the facility amount upon the effective date of the Loan Agreement. The proceeds of the revolving credit facility may be used for working capital, capital expenditures, growth initiatives and other general corporate purposes.

The Loan Agreement contains customary affirmative and negative covenants, events of default, and reporting requirements for a credit facility of this nature.

Convertible Debt Settlement into Series A Preferred

On July 6, 2026, the Company entered into exchange agreements with certain holders of its outstanding convertible promissory notes pursuant to which approximately $2.3 million, inclusive of accrued interest, of outstanding convertible promissory notes were exchanged for an aggregate of 24,092.61 shares of the Company’s newly designated Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The exchange shares were issued at an implied purchase price of $100.00 per share of Series A Preferred Stock, representing 105% of the outstanding principal and accrued interest exchanged. The exchange was completed pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

On July 8, 2026, the Company filed a Certificate of Designation establishing the rights, preferences and privileges of the Series A Preferred Stock. The Certificate of Designation authorizes the issuance of up to 50,000 shares of Series A Preferred Stock. The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividends and liquidation preferences, accrues dividends at a rate of 10% per annum, payable in cash, payment-in-kind, or as accrued unpaid dividends at the Company’s election, and is initially convertible into shares of the Company’s common stock at a conversion price of $1.00 per share, subject to certain anti-dilution adjustments. The Series A Preferred Stock also includes customary protective provisions, beneficial ownership limitations, and registration rights.

Private Placement Financing

On August 14, 2026, the Company completed a private placement financing for aggregate gross proceeds of $1.0 million, at a purchase price of $1.33 per share, pursuant to which the Company issued 751,880 shares of common stock. The Company received net proceeds of approximately $880,000, which are expected to be used for working capital and general corporate purposes.