Note 10. PROPOSED TRANSACTION

On May 20, 2026, the Company entered into a Fully Binding Term Sheet, dated May 18, 2026, with EOS Technology Holdings, Inc. (“EOS”), Scilex Holding Company (“Scilex”), Datavault AI Inc. (“Datavault”), HealthBridge Advisors, LLC (“HBA”), and Fortitude Advisors, LLC (“Fortitude”). On July 29, 2026, the Company entered into an Amended and Restated Letter of Intent (the “LOI”) with EOS, Scilex, Datavault, and HBA, which superseded and replaced the Term Sheet in its entirety. Fortitude is not a party to the LOI, although the proposed transaction contemplates certain rights and obligations relating to Fortitude, as described below.

Pursuant to the LOI, and subject to the negotiation and execution of definitive agreements, the Company would acquire or exclusively license certain intellectual property assets from EOS and Scilex, expand its existing license arrangement with Datavault to include Datavault AI Health, and acquire a controlling interest in Tollo Health, LLC through an exchange of membership interests with HBA, the controlling member of Tollo Health, LLC. Consideration under the LOI consists solely of shares of the Company’s common stock (“Acquisition Stock”). No preferred stock, convertible securities, or contingent conversion features would be issued as consideration.

Upon issuance of the Acquisition Stock, EOS, Scilex, Datavault, and HBA are expected to own, in the aggregate, approximately 84.6% of the Company’s common stock, consisting of 19.9% for each of EOS, Scilex, and Datavault, and 24.9% for HBA. Fortitude is expected to own approximately 5.0%, and the Company’s existing public stockholders are expected to hold the remaining approximately 10.4%. These percentages represent target post-closing ownership on a fully diluted basis and are subject to adjustment for a liability reduction framework, financing transactions, conversion or settlement of convertible debt, transaction expenses, and other adjustments to be set forth in the definitive agreements.

The LOI contemplates that the Company will use one or more liability reduction or financing transactions to address outstanding Company liabilities prior to closing. The LOI further contemplates that the definitive agreements will include a registration rights agreement covering the resale of the Acquisition Stock, post-closing transfer restrictions, including a six-month lock-up period for certain holders, and certain management and board changes, including the appointment of two new management team members and four board designees following closing.

Completion of the proposed transaction is subject to a number of conditions, including completion of due diligence, negotiation and execution of definitive agreements, receipt of a fairness opinion, approval by the Company’s board of directors, applicable stockholder approvals, availability of financing, and satisfaction of Nasdaq requirements, including approval of an initial listing application if the transaction is treated as a change of control under Nasdaq Listing Rule 5110(a). Under the exclusivity provisions of the LOI, the parties have agreed to negotiate exclusively with one another through September 30, 2026, subject to a 30-day due diligence period during which the Company may terminate the LOI under specified circumstances.

As of June 30, 2026, the Company had not entered into definitive agreements with respect to the proposed transaction. No Acquisition Stock had been issued, and no assets, liabilities, or other financial statement effects had been recorded in connection with the Term Sheet or the LOI. There can be no assurance that definitive agreements will be entered into, that the required approvals or financing will be obtained, or that the proposed transaction will be consummated on the terms described above, or at all.