22. Subsequent Events

Evaluation of Subsequent Events

The Company has evaluated subsequent events through the date these financial statements were issued and determined that no additional events require recognition or disclosure except as described below.

Management Addition. On July 6, 2026, we appointed Aleksandr Zhandov as our Chief Operating Officer and Deputy Chief Executive Officer, reporting to our Chief Executive Officer. Mr. Zhandov’s employment agreement, effective July 6, 2026, provides for an annual base salary of $120,000, eligibility for discretionary annual performance bonuses and discretionary equity awards, participation in our employee benefit plans, and employment on an at-will basis, and contains customary confidentiality, non-competition, non-solicitation, intellectual property assignment and clawback provisions.

Debt-to-Equity Conversions. On July 7, 2026, we entered into debt settlement and share issuance agreements pursuant to which we settled and extinguished outstanding obligations to Cedar Advance LLC (principal of approximately $1,876,500) and to Agile Capital Funding, LLC and Agile Lending LLC (principal of approximately $1,482,912), in each case in exchange for the issuance of 45,000 shares of Common Stock (90,000 shares in the aggregate), with no cash consideration paid.

Acquisition of TradeIQ Intellectual Property Assets. On July 14, 2026, the Company completed the acquisition of certain intellectual property assets marketed under the name “TradeIQ” pursuant to an Intellectual Property Purchase Agreement with Litial Ltd, a Hong Kong company, for an aggregate purchase price of $6,000,000, consisting of $50,000 in cash payable in two tranches, 200,000 shares of common stock valued for purposes of the agreement at $10.00 per share, and 3,950 shares of Series C Non-Voting Non-Convertible Preferred Stock with a stated value of $1,000 per share. The Company is evaluating the transaction under ASC 805-10 and ASC 805-50 and expects to account for it as an asset acquisition. The initial accounting, including the allocation of cost to the assets acquired and the determination of useful lives, was not complete as of the date of this report.

Settlement with Helena Global Investment Opportunities I Ltd. On July 15, 2026, we entered into a settlement agreement with Helena Global Investment Opportunities I Ltd. (“Helena”) resolving litigation pending in the United States District Court for the Southern District of New York (Case No. 1:26-cv-05818) arising out of a purchase agreement providing for an equity line of credit of up to $10,000,000 and a related securities purchase agreement, each dated September 23, 2025 (collectively, the “Helena Agreements”), pursuant to which Helena alleged, among other things, that we breached our obligations to file, and to cause to be declared effective, a resale registration statement and to deliver certain required notices. Under the settlement agreement, we agreed to pay Helena $350,000 by July 17, 2026, and, upon Helena’s receipt of such payment, (i) Helena agreed to dismiss the litigation with prejudice within three business days, which was filed on July 17, 2026, (ii) the Helena Agreements and all obligations thereunder terminated, and (iii) Helena released us from all claims relating to the Helena Agreements, other than preserved claims for fraud or willful misconduct.

Senior Secured Convertible Note Financing. On July 16, 2026, we entered into the Note Purchase Agreement with the Note Investor, pursuant to which we agreed to issue and sell to the Note Investor Notes in the aggregate original principal amount of up to $100,000,000, at a purchase price of $900 per $1,000 of principal amount. The Notes are issuable in one or more closings, consisting of an initial closing of $4,000,000 in aggregate principal amount of Notes (the “Initial Notes”), a second closing of up to $1,000,000 in aggregate principal amount of Notes, and one or more additional closings of up to $2,000,000 in aggregate principal amount of Notes per closing and up to $95,000,000 in aggregate principal amount of Notes in the aggregate, in each case subject to the conditions set forth in the Note Purchase Agreement, including, in certain cases, the effectiveness of a registration statement covering the resale of the shares of Common Stock issuable pursuant to the terms of the Notes. On July 16, 2026, the initial closing occurred and we issued and sold the Initial Notes, generating gross proceeds of $3,600,000 and net proceeds to the Company of $2,565,000 after deducting transaction costs, legal fees, and placement agent fees totaling $1,035,000. The fixed conversion price under the Initial Notes is initially $17.81 per share, subject to adjustment. The Notes also contain a variable price mechanism that may result in the issuance of a substantially greater number of shares than would result from conversion at the fixed conversion price. The Conversion Shares registered hereby are expected to be issued primarily upon conversion of, or otherwise pursuant to the terms of, the Initial Notes and the Notes issued at the second closing, but are not allocated to any particular Notes and do not represent all of the shares issuable pursuant to the Notes. See the section titled “Financings” for more information on the Note Purchase Agreement. On July 28, 2026, the Company filed a registration statement on Form S-1 seeking to register for resale of up to 6,008,772 shares of Common Stock, consisting of up to 2,500,000 shares issuable under the Equity Purchase Facility Agreement and up to 3,508,772 shares issuable upon conversion of, or otherwise pursuant to the terms of, the Notes.

Equity Purchase Facility. On July 16, 2026, we also entered into the Equity Purchase Facility Agreement with the EPFA Investor, pursuant to which we have the right, but not the obligation, to issue and sell to the EPFA Investor, from time to time in our sole discretion, and the EPFA Investor is obligated to purchase, up to an aggregate of $100,000,000 of newly issued shares of Common Stock, subject to the conditions and limitations set forth therein. The purchase price per Advance Share issued pursuant to any Advance will be determined pursuant to the terms of the Equity Purchase Facility Agreement. The Company may, in its sole discretion, select the amount of the Advance requested by the Company in each Advance Notice. There is no mandatory minimum amount for each Advance and are no non-usage fees for not obtaining Advances, however, each requested Advance may not exceed the Maximum Advance Amount (as defined in the Equity Purchase Facility Agreement). We are under no obligation to sell any Advance Shares under the Equity Purchase Facility Agreement.

Rocket Capital Settlement. On July 22, 2026, the Company entered into a debt settlement and share issuance agreement with Rocket Capital NY LLC settling all claims relating to a merchant cash advance arrangement dated March 14, 2025, including litigation proceedings between the parties. The Company and Rocket Capital agreed to settle the matter by the Company issuing 26,581 shares of Common Stock to Rocket Capital. Upon receipt of the shares, the settled debt will be extinguished in full, the parties will exchange releases, and the litigation will be dismissed with prejudice. Rocket Capital agreed not to sell on any trading day more than 15% of that day’s Nasdaq trading volume in the Company’s Common Stock. No cash consideration was paid.

Jennifer Black Settlement. On July 23, 2026, we entered into a debt settlement and share issuance agreement with Jennifer Black, our former Chief Financial Officer and the holder of a promissory note originally issued in October 2024 (as amended, the “Black Note”), which matured unpaid on December 31, 2025 and thereafter accrued default interest at 22% per annum. In full settlement and discharge of an agreed settled debt amount of $466,617.73 (comprising $414,635.00 of outstanding principal and $51,982.73 of default interest through July 27, 2026), we agreed to issue Ms. Black 26,199 shares of Common Stock, and, in settlement of $409,082.17 of unpaid severance and other compensation, we agreed to issue her an unsecured, non-convertible, non-transferable promissory note in the principal amount of $409,082.17, maturing one year from issuance and bearing interest at 10.0% per annum (12.0% after maturity). The agreement provides for mutual releases (preserving specified indemnification, insurance and expense-reimbursement rights of Ms. Black), and Ms. Black agreed not to sell on any trading day more than 15% of that day’s Nasdaq trading volume in our Common Stock.

Amendment to Anira Transaction. On July 29, 2026, the Company entered into Amendment No. 2 to the Share Purchase Agreement (the “SPA”) originally entered into on June 2, 2026 with Shrvan Kumar Yadav (the “Seller”) and Anira Consulting FZC (“Anira”). Pursuant to Amendment No. 2, the transaction contemplated by the SPA was restructured as the acquisition of specified assets, effective as of the June 2, 2026 closing date, consisting of the TradeOS commodity trading and risk management technology platform, related intellectual property, and the “Tradewell” and “TradeOS” names and marks (collectively, the “Purchased Assets”), rather than the acquisition of the equity interests of Anira. The Seller remains the owner of Anira, and the Company did not acquire or assume any liabilities or obligations related to Anira’s employees, customers, customer or supplier relationships or contracts, accounts receivable, trading positions, credit lines, facilities, workforce, or business operations. In connection with the restructuring, the aggregate purchase price for the Purchased Assets was reduced from $12.0 million to $11.5 million through a $500,000 reduction to the promissory note issued as consideration. The Company issued an amended and restated non-convertible promissory note in the principal amount of $4.5 million, which bears no interest and matures on June 2, 2028. The Company believes the acquisition of the Purchased Assets does not constitute the acquisition of a business under Rule 11-01(d) of Regulation S-X.

Nasdaq Compliance Determination. On August 3, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, based upon the Company’s Current Report on Form 8-K dated July 17, 2026, the Staff has determined that the Company complies with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(b)(1), subject to the condition that the Company evidence compliance with such requirement upon the filing of its periodic report for the period ended September 30, 2026. See Part II, Item 5 of this Report for further details.