Note 17 Subsequent Events

The Company evaluated subsequent events from the date of the condensed consolidated balance sheets as of June 30, 2026, through the date of the release of the condensed consolidated financial statements.

On July 21, 2026, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with ADI Funding LLC (“ADI Funding”) and M2B Funding Corp. (“M2B”). As previously disclosed, on June 12, 2026, the Company received notice from ADI Funding Convertible Note, dated June 11, 2026, alleging an event of default occurred under the ADI Funding Convertible Note and other transaction documents between the Company and ADI Funding due to the Company’s alleged failure to file a resale registration statement on Form S-1 to register shares for resale pursuant to an equity line of credit financing with M2B, failure to file a Form 8-K related to the equity line of credit financing with M2B and failure to issue transfer agent instructions for the issuance of commitment shares to M2B pursuant to the equity line of credit financing, in each case no later than June 11, 2026. The Settlement Agreement resolves all disputes among the Company, ADI Funding and M2B on the principal terms described herein and in the Settlement Agreement.

Pursuant to the terms of the Settlement Agreement, in consideration for the mutual promises contained therein, the Company agreed to:

Each of the following constitutes an event of default under the Settlement Agreement: (i) failure to timely make any payment under the Settlement Agreement; (ii) failure to issue the Settlement Shares; (iii) failure to issue the Settlement Notes; and (iv) breach of any material covenant in the Settlement Agreement. Upon an event of default under the Settlement Agreement, all obligations accelerate immediately, all unpaid notes accrue interest at 18%, conversion rights become immediately exercisable, the Company would be obligated to reimburse all reasonable attorneys’ fees, transfer agent fees, opinion costs and collection expenses and ADI Funding’s rights and remedies under the ADI Funding Convertible Note and other transaction documents between the Company and ADI Funding would be reinstated and preserved in full. Additionally, the mutual release from liability pursuant to the Settlement Agreement is conditioned upon the payment of the ADI Settlement Cash Consideration, the issuance of the Settlement Notes, and the Issuance of the Settlement Shares.

Labrys Convertible Promissory Note Financing

On July 8, 2026, the Company, entered into a securities purchase agreement (the “Labrys SPA”) with an institutional investor (“Labrys”). Pursuant to the Labrys SPA, the Company issued to Labrys an unsecured convertible promissory note in the aggregate principal amount of $336,000 (including the original issue discount of $36,000) (the “Labrys Note”). The Labrys Note is subject to a one-time interest charge of twelve percent (12%) that guaranteed and earned in full as of the issue date of the Labrys Note. The Labrys Note is due and payable on June 30, 2027. The Company has the right to accelerate payments or prepay the Labrys Note at any time prior to the date that is one hundred eighty-one (181) calendar days after its issuance date, in an amount of cash equal to a certain percentage of the then outstanding principal amount of the Labrys Note plus any accrued and unpaid interest on the unpaid amount of the Labrys Note, which will be based on the date of the prepayment of the Labrys Note. If, at any time after its issuance date and prior to full repayment, the Company or any of its subsidiaries receive cash proceeds from any source or series of related or unrelated sources on or after the issue date of the Labrys Note, including but not limited to, from payments from customers, the issuance of equity or debt, the incurrence of indebtedness, a merchant cash advance, sale of receivables or similar transactions, the conversion of outstanding warrants of the Company, the issuance of securities pursuant to an Equity Line of Credit (as defined in the Labrys Note), or the sale of assets, Labrys has the right in its sole discretion to require the Company to immediately apply up to 50% of such proceeds to repay all or any portion of the outstanding principal amount and interest then due under the Labrys Note. The Labrys Note is convertible into shares of the Company’s common stock at any time following the last of the following the earlier of (i) the date that the Company fails to pay any Amortization Payment (as defined in the Labrys Note), (ii) the date which is one hundred eighty (180) days following the date of its issuance; and (iii) the date that any of the Conversion Shares (as defined in the Labrys SPA) are registered for Labrys’ resale pursuant to a registration statement or prospectus filed by the Company, except where such conversion would result in beneficial ownership by Labrys and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. The conversion price of the Labrys Note is equal to seventy-five percent (75%) of the lowest closing bid price of the Company’s common stock during the ten (10) trading days prior to the date a notice of conversion is submitted in writing to the Company.

Nasdaq Low Bid Price Non-Compliance and Delisting

As previously reported, on September 24, 2025, the Company, received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the continued listing requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), which requires listed companies to maintain a minimum bid price of at least $1.00. Based on the Staff’s review of the Company’s closing bid price, the Company’s closing bid price was below $1.00 for the previous 30 consecutive trading days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until March 27, 2026, to regain compliance with the Bid Price Rule. The Company was granted an additional 180 calendar day compliance period, or until September 21, 2026, to regain compliance with the Bid Price Rule.

On July 30, 2026, the Company received a subsequent written notice (the “Notice”) from the Staff of Nasdaq indicating that it has determined that, as of July 29, 2026, the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days, triggering application of Listing Rule 5810(c)(3)(A)(iii) which states in part: if during any compliance period specified in Rule 5810(c)(3)(A), a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Staff shall issue a Staff Delisting Determination under Rule 5810 with respect to that security. As a result, the Staff indicated in the Notice that it has determined to delist the Company’s securities from the Nasdaq Capital Market. Accordingly, the Company’s securities were delisted from the Nasdaq Capital Market, trading of the Company’s common stock and warrants will be suspended as of August 6, 2026 and a Form 25-NSE was filed with the Securities and Exchange Commission, to remove the Company’s securities from listing and registration on the Nasdaq Capital Market.

The Company is not aware of any other events or transactions that would require recognition or disclosure in the condensed consolidated financial statements.