NOTE 11 – SUBSEQUENT EVENTS

On July 28, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”) pursuant to which the Company agreed to issue and sell 250,000 shares of its Series J convertible preferred stock, par value $0.0001 per share (“Series J Preferred Stock”) for aggregate gross proceeds of $250,000. The transaction closed on July 30, 2026. In connection with the financing, on July 28, 2026, the Company also entered into a registration rights agreement and a voting agreement with the Investor. The Series J Preferred Stock is convertible into shares of Common Stock upon the terms and conditions set forth in the Certificate of Designation, Rights, Preferences and Limitations of the Series J Preferred Stock.

On July 31, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Langham Partners, LLC (“Parent”) and Langham Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the terms of the Merger Agreement, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger, subject to certain exceptions set forth in the Merger Agreement, will be converted into the right to receive $1.31 in cash per share, without interest and subject to any applicable withholding taxes. The Company’s outstanding Series J Preferred Stock and Series C Preferred Stock will be treated in accordance with the terms of the Merger Agreement. The consummation of the Merger is subject to stockholder approval and the satisfaction or waiver of customary closing conditions. Upon completion of the Merger, the Company will become a privately held company, wholly-owned by Parent.