Note 19 – Subsequent Events

Increase in Authorized Common Stock (July 2026)

On July 23, 2026, the Company’s stockholders approved an amendment to its Amended and Restated Articles of Incorporation to increase its number of authorized shares of Common Stock from 50,000,000 to 250,000,000, and the Company filed a Certificate of Amendment to its Articles of Incorporation to increase its authorized shares of Common Stock for the same.

Amendment to Stock Incentive Plan

On July 23, 2026, the Company’s stockholders approved a fifth amendment to its Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder to a total amount of 1,000,000, equal to approximately 20% of the total issued and outstanding stock on a fully-diluted basis.

Any Market Purchase Agreement

On July 24, 2026, the Company entered into an Any Market Purchase Agreement (the “AMPA”) with Alumni Capital LP (“Alumni”), pursuant to which the Company has the right, but not the obligation, to sell to Alumni up to $15 million of shares of the Company’s common stock (the “Commitment Amount”), which may be increased to up to $50 million by mutual written agreement of the parties. Sales under the AMPA, and their timing, are solely at the Company’s discretion, and the Company intends to use the proceeds to support its expansion efforts, which are primarily focused on acquiring additional established, profitable fertility clinics, as well as for general corporate purposes.

The Company’s right to require purchases was conditioned on the effectiveness of a registration statement on Form S-1 covering the underlying shares. The Company filed the registration statement with the SEC on July 24, 2026, and the SEC declared it effective on August 4, 2026 (the “Effectiveness Date”), satisfying this condition. Following the Effectiveness Date, the Company may deliver purchase notices electing among three pricing mechanisms: (i) 94% of the lowest daily VWAP over the preceding five business days, (ii) 97% of the lowest traded price over the preceding business day, or (iii) 85% of the lowest traded price over the preceding five business days if the common stock is not trading on an Eligible Market. Closings occur one to five business days after a purchase notice, depending on the pricing option elected.

Issuances under the AMPA are subject to a Nasdaq exchange cap of 19.99% of shares outstanding immediately prior to signing, unless stockholder approval is obtained or an exception applies; the Company’s stockholders approved issuances in excess of this cap on July 23, 2026. Alumni’s beneficial ownership is separately capped at 9.99% of outstanding common stock (adjustable by mutual agreement up to that limit), and Alumni has agreed not to engage in short selling or hedging of the common stock during specified periods.

The Company agreed to pay Alumni a commitment fee equal to 1% of the Commitment Amount (and, if applicable, 1% of any additional Commitment Amount), payable, at the Company’s election, in cash or in shares of common stock (or pre-funded warrants, at Alumni’s election) within five business days following the Effectiveness Date, with any share-based fee valued using the average VWAP for the five business days preceding August 4, 2026. On August 7, 2026, the Company issued 157,934 shares of common stock to Alumni as the commitment fee. The AMPA contains customary representations, warranties, covenants, and indemnification obligations, and includes no rights of first refusal, participation rights, penalties, or liquidated damages provisions.

The AMPA terminates on the earliest of June 30, 2028, the date Alumni has purchased shares equal to the full Commitment Amount, the date the common stock ceases trading on an Eligible Market, or the commencement of certain bankruptcy proceedings. As of the date of this report, the Company cannot determine the number of shares that may ultimately be issued under the AMPA, as this will depend on future purchase prices and whether the Commitment Amount is increased.