NOTE 15 – SUBSEQUENT EVENTS

Subsequent to quarter end, on July 22, 2026, the Company entered into a securities purchase agreement (the “Securities Agreements”) with an institutional investor to purchase an aggregate of 2,500,000 shares of common stock of the Company at a purchase price of $2.00 per share and received net proceeds on July 23, 2026 totaling $4,425,000. The Company paid commissions of $350,000, representing 7% of the gross proceeds of $5,000,000 and incurred legal and other transaction costs of $225,000.

Pursuant to the terms of the Securities Purchase Agreement, the Company and the Buyers have agreed that (i) from July 22, 2026 until the date that is the three (3) months anniversary of the closing date, or the date on which all of the transaction documents have been executed and delivered by the applicable parties thereto, the investor shall have the right to participate in up to an amount equal to 40% of the subsequent financings upon any issuance by the Company or any its subsidiaries, on the same terms, conditions and price provided for any such subsequent financings; (ii) subject to certain exceptions, the Company will not, from July 22, 2026 until the ninety-first (91st) calendar days anniversary of the closing date , enter into any agreement to issue or announce the issuance or disposition or proposed issuance or disposition of any securities (each, a “Subsequent Placement”); (iii) from the signing date until the ninety-first (91st) calendar days anniversary of the closing date , the Company will not enter into an agreement to effect a “Variable Rate Transaction,” as that term is defined in the Securities Purchase Agreement.