On January 23, 2026, the Company commenced a private placement offering of up to $5,000,000 of units, each consisting of one share of Series A convertible preferred stock initially convertible at $0.05 per share of common stock and one warrant exercisable at $0.0625 per share of common stock, subject to customary anti-dilution adjustments, with a minimum raise of $2,000,000 and proceeds intended for general corporate purposes, including working capital. The offering also includes an overallotment option exercisable by the placement agent for up to an additional $5,000,000 of units. Each unit is sold at a purchase price of $1,000 per unit.

The Company has engaged ThinkEquity LLC as the exclusive placement agent for the Bridge Financing. As compensation for its services, the Company agreed to pay the Placement Agent a cash fee equal to 10.0% of the aggregate gross proceeds received by the Company from the Purchasers at each closing, to reimburse certain of the Placement Agent’s expenses, to pay a non-accountable expense allowance equal to 1.0% of the gross proceeds, and to issue to the Placement Agent (or its designees) warrants (the “Placement Agent Warrants”) to purchase a number of shares of Common Stock equal to 10% of the shares of Common Stock underlying the securities sold in the Offering. The placement agent warrants are recorded as “Series A convertible units pending issuance” in the Condensed Consolidated Balance Sheets for the period ended June 30, 2026.

The Company completed it’s first, second and third closing of the private placement offering on June 2, June 18 and June 30, 2026 respectively. At the first closing, the Company issued and sold an aggregate of 1,093 Units, consisting of 1,093 Preferred Shares to purchase up to 21,860,000 shares of Common Stock and 21,850,000 Warrants to purchase up to 21,850,000 shares of Common Stock, for aggregate gross proceeds of $1,092,500, before deducting placement agent fees and offering expenses. The Company is yet to issue Placement Agent Warrants to purchase up to 2,185,000 shares of Common Stock, having terms substantially similar to the Series A warrants issued in the closing.

At the second closing, the Company issued and sold an aggregate of 537 Units, consisting of 537 Preferred Shares to purchase up to an aggregate of 10,740,000 shares of Common Stock and 10,740,000 Warrants to purchase up to an aggregate of 10,740,000 shares of Common Stock, for aggregate gross proceeds of $537,000, before deducting placement agent fees and offering expenses. The Company is yet to issue Placement Agent Warrants to purchase up to 1,074,000 shares of Common Stock having terms substantially similar to the Series A warrants issued in the closing.

At the third closing, the Company issued and sold an aggregate of 195 Units, consisting of 195 Preferred Shares to purchase up to an aggregate of 3,900,000 shares of Common Stock and 3,900,000 Warrants to purchase up to an aggregate of 3,900,000 shares of Common Stock for aggregate gross proceeds of $195,000, before deducting placement agent fees and offering expenses. The Company is yet to issue Placement Agent Warrants to purchase up to 390,000 shares of Common Stock having terms substantially similar to the Series A warrants issued in the closing.

Terms of Series A convertible preferred stock

Each share of Series A Preferred Stock shall be convertible, at any time at the option of the Holder into Common stock of the Company at an exercise price of $0.05 per share, subject to adjustments as mentioned in the agreement. The Series A Preferred Stock shall not be entitled to any dividends. Upon any Liquidation Event, the Holders shall be entitled to receive, prior and in preference to any distribution to the holders of Common Stock (or any junior securities), the Liquidation Preference for each share of Series A Preferred Stock held, payable in cash. Upon consummation of an Approved Uplisting, all outstanding shares of Series A Preferred Stock shall automatically convert into shares of Common Stock at the then-effective Conversion Price. After the Issue Date, if the Company issues or sells any shares of Common Stock and/or Common Stock Equivalents for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale ( a “Dilutive Issuance”), then simultaneously with the consummation of each such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price; provided, however, that no adjustment shall result in an increase in the Conversion Price then in effect.

Terms of Series A convertible warrants

The warrants are exercisable at any time from the date of issue until the date that is five years after the date of issue, at an exercise price of $0.0625 per share, subject to adjustment. If a registration statement is not effective or a prospectus is unavailable, holders may exercise the warrants on a cashless basis in accordance with the terms of the warrant agreement. Upon a valid exercise, the Company is required to issue the underlying shares within the prescribed settlement period. If it fails to do so, liquidated damages may become payable, subject to specified exceptions and an overall cap. The warrants also include anti-dilution protection, under which the exercise price will be reduced if the Company issues shares or options at a lower price, subject to customary exempt issuances.