NOTE 10 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. 

Stockholder Approval of Corporate Actions

On July 17, 2026, the Company’s board of directors and the holders of a majority of the Company’s outstanding voting capital, acting by written consent in lieu of a meeting, approved the following actions: (i) the adoption of the Company’s 2026 Omnibus Equity Incentive Plan (the “2026 Plan”) and the reservation of 7,843,555 shares of common stock for issuance thereunder, subject to increase following an initial public offering and to annual increases; (ii) authority for the Board, in its sole discretion, to effect a reverse split of the Company’s issued and outstanding common stock at a ratio of not less than 1-for-2 and not greater than 1-for-25, without reducing the number of authorized shares of common stock, at any time before July 17, 2027 (the “Reverse Stock Split”); (iii) an amendment and restatement of the Company’s Amended and Restated Articles of Incorporation; and (iv) an amendment and restatement of the Company’s Bylaws.

An information statement describing these actions was first mailed to stockholders on or about July 31, 2026. Under Rule 14c-2 under the Securities’ Exchange Act of 1934, as amended, the actions may not be implemented until at least 20 days after that mailing.

2026 Omnibus Equity Incentive Plan

The options contemplated by the CFO Services Agreement described in Note 9 were conditioned upon approval of the Plan by the Company’s stockholders. That approval was obtained on July 17, 2026. At June 30, 2026 the Plan had not been approved, no grant date had been established under ASC 718, and no compensation cost had been recognized in respect of those options. A grant date will be established, and compensation cost will begin to be recognized, in the period in which the options are granted under the Plan.

Reverse Stock Split

As of the date these condensed consolidated financial statements were issued, the Board had not selected a ratio and the Reverse Stock Split had not been effected. Accordingly, no retroactive adjustment has been made to the share and per share amounts presented in these condensed consolidated financial statements. If and when the Reverse Stock Split is effected, share and per share amounts for all periods presented will be retroactively adjusted to give effect to the Reverse Stock Split.