NOTE 13 – SUBSEQUENT EVENTS

Special Meeting

On July 30, 2026, the Company filed a definitive proxy statement with the SEC and distributed the proxy statement to shareholders relating to a special meeting of shareholders to be held on September 11, 2026. At the special meeting, shareholders will be asked to consider and vote on a proposal to approve the Asset Sale and adopt the MBO APA. There can be no assurance as to when or whether the closing conditions will be satisfied or waived, as to whether shareholders will approve the Asset Sale and adopt the MBO APA, or as to when or whether the Asset Sale will be consummated. Assuming receipt of shareholder approval at the special meeting, the Company expects to consummate the Asset Sale in the third quarter of 2026, but it cannot be certain when or if the conditions to the Asset Sale will be satisfied or, to the extent permitted, waived.

Assuming that the MBO APA is approved by the Company’s stockholders, as required, and the Company can successfully sell and liquidate 100% of the Company’s assets and operations, the Company expects (i) to pay off any remaining debt, settle any remaining accounts and agreements, liquidate the Company’s outstanding preferred shares, and then distribute the net available balance of cash to stockholders as a return of capital through a special dividend, and (ii) to subsequently complete a reverse merger or other transaction involving the public company.