Note 11 - Subsequent Events

Convertible Notes

We issued an additional convertible note in July 2026 under the same modified terms as discussed in Note 5 and received gross proceeds of $60,000 and issued a common stock warrant to purchase 20,000 shares of common stock at $4.50 with an exercise period of three years.

Complaint from Former Chief Financial Officer

On July 10, 2026, the Company received a demand letter and draft complaint from counsel for Russell Kline, the Company’s former Chief Financial Officer, whose employment terminated effective March 2, 2026. The draft complaint, which counsel stated they intend to file in the Superior Court of Wake County, North Carolina, absent a resolution, asserts claims for breach of contract and violation of the North Carolina Wage and Hour Act based on allegedly unpaid severance, bonus, and other benefits under Mr. Kline’s employment agreement and related equity awards. Mr. Kline seeks no less than $433,500, consisting of $150,000 of severance, $66,750 of 2025 annual bonus, and an equal amount of statutory liquidated damages, plus unquantified amounts for continued insurance coverage, accelerated equity vesting, vested but unissued shares, interest, and attorneys’ fees and costs. The Company intends to evaluate the claims and respond appropriately. Given the preliminary stage of the proceedings, the Company is unable at this time to predict the outcome of this matter. An adverse outcome could, however, result in monetary damages, the issuance of additional shares of common stock, or other relief that could have a material effect on the Company's financial position, results of operations, or cash flows.

Appointment of Chief Financial Officer and Entry into Employment Agreement

Effective, July 1, 2026, the Company appointed Charles Weiser as it Chief Financial Officer (“CFO”). In connection with his appointment, Mr. Weiser and the Company entered into an employment agreement, dated as of July 1, 2026 (the “Weiser Employment Agreement”).

The Weiser Employment Agreement provides for an initial term commencing on July 1, 2026, subject to termination in accordance with its terms. Mr. Weiser will receive an annual base salary of $225,000 per year, subject to periodic review by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”). Notwithstanding the foregoing, the base salary will not commence until September 1, 2026; no base salary will be payable to Mr. Weiser with respect to the period from July 1, 2026 through August 31, 2026.

Mr. Weiser will be eligible to receive an annual performance bonus with a target of up to seventy-five percent (75%) of his base salary, pro-rated for fiscal year 2026 to reflect the portion of 2026 during which he served as the Company’s Chief Financial Officer. Annual bonus objectives are based upon achievement of Company and individual performance objectives established by the Board or Compensation Committee, consisting of a combination of operational, financial, strategic, and capital markets objectives. The annual bonus is not guaranteed and shall be paid only if the Company is properly capitalized and, in a position, to pay such amount. For each fiscal year following 2026, annual bonus objectives will be mutually agreed upon by the Compensation Committee and Mr. Weiser. Mr. Weiser will also be entitled to a one-time signing bonus of $25,000, which shall accrue as of July 1, 2026 and be paid when the Company is properly capitalized and in a position to pay such amount, as determined by the Board in its reasonable discretion.

Pursuant to the Company’s 2021 Equity Incentive Plan, as amended, Mr. Weiser will be granted: (i) an option (the “Option Grant”) to purchase 150,000 shares of the Company’s common stock at a per share exercise price equal to the fair market value of the common stock as of the date of grant; and (ii) a restricted stock unit award covering 125,000 shares of the Company’s common stock (the “RSU Grant”). Twenty-five percent (25%) of each of the Option Grant and the RSU Grant will vest immediately on the grant date, and the remaining seventy-five percent (75%) will vest in twelve equal quarterly installments commencing October 1, 2026, in each case subject to Mr. Weiser’s continuous service through the applicable vesting date. In addition, upon the closing of a change of control of the Company, fifty percent (50%) of any then-unvested Option Grant and RSU Grant shares will immediately vest, with any remaining unvested shares to continue under the acquiring entity’s equity program; and if, within twelve (12) months following a change of control, Mr. Weiser’s employment is terminated without cause or he resigns for good reason, all remaining unvested shares will vest in full.