8. Commitments and contingencies

Legal contingencies

From time to time, the Company may be subject to claims, disputes, demand letters, or other legal matters arising in the ordinary course of business; however, management does not believe that any such matters, whether currently asserted or previously threatened, individually or in the aggregate, would have a material adverse effect on the Company’s business, financial condition, or results of operations. As of June 30, 2026, the Company was not subject to any actual, threatened or pending legal actions or claims.

Significant agreements and contracts

On September 8, 2025, the Company entered into an Investor Relations/Public Relations Consulting and Services Agreement with a consultant. Under the Agreement, the consultant was to provide investor relations, corporate communications, and public relations services to the Company for a six-month term beginning September 8, 2025 and ending March 6, 2026, with automatic month-to-month renewal thereafter unless terminated.

As consideration for these services, the Company agreed to issue to the Consultant five million (5,000,000) shares of restricted common stock of the Company, deliverable on March 9, 2026. The shares were valued at $150,000, or $0.03 per share. As of June 30, 2026, the consultant has earned the full 5,000,000 shares. During the six months ended June 30, 2026, the Company recorded $54,469 in stock issuable for services related to this agreement. The agreement was terminated on March 9, 2026. The 5,000,000 shares were issued on June 1, 2026.

On April 20, 2026, the Company entered into Accrued Salary Reduction Agreements with three employees, pursuant to which the employees forgave $580,786 in accrued compensation owed by the Company, thereby reducing the Company’s outstanding liabilities. However, these agreements are contingent upon the closing of the Aethereum acquisition.

On April 10, 2026, the Company entered into a Definitive Agreement (the “Agreement”) with Ivan Klarich for the strategic contribution of certain intangible assets related to the Aetherium Medical platform (the “Aetherium Assets”), consisting primarily of trade secrets, know-how, business relationships, network contacts, operational infrastructure, and related intangibles developed by the Aetherium team. The transactions contemplated by the Agreement include, among other things: (i) the formation by the Company of a wholly owned Delaware limited liability company subsidiary named Aetherium Medical LLC (the “Aetherium Entity”); (ii) the contribution of the Aetherium Assets to the Aetherium Entity; (iii) the appointment of Mr. Klarich as President of the Company (which occurred upon execution of the Agreement) and as a member of the Board of Directors promptly following closing; (iv) execution of an employment agreement with Mr. Klarich; (v) the issuance of Series D Preferred Stock (or Common Stock at the Company’s election) representing an initial approximately 10% fully diluted equity interest upon closing, plus additional milestone-based equity as set forth in Exhibit B to the Agreement; and (vi) related actions, including execution of Accrued Salary Reduction Agreements reducing certain accrued salary obligations by 70%.

The original Closing Date under the Agreement was approximately 30 days after the Effective Date (subject to mutual agreement), with an Outside Date of 60 days after the Effective Date. On May 18, 2026, holders of a majority of the voting power of the Company’s outstanding capital stock (approximately 56.13%) approved the Agreement and the transactions contemplated thereby by written consent, and the Board of Directors of the Company ratified, affirmed, and approved the Agreement and related actions by unanimous written consent.

As of the date of this Quarterly Report on Form 10-Q, the Closing has not occurred. Under Section 9.7 of the Agreement, the Company agreed to use its commercially reasonable best efforts to provide funding for the operating and development needs of the Aetherium Entity (or any related joint venture). The Parties acknowledged that funding levels would depend on the Company’s financial condition, capital-raising efforts, and operational needs, and that failure to provide such funding would not constitute a breach of the Agreement or give rise to termination, unwind, rescission, or equity forfeiture rights. The Company has been unable to raise sufficient capital to support execution of the Aetherium business plan on the contemplated timeline. As a result, consummation of the transactions remains uncertain and is in jeopardy.

There can be no assurance that the Company will successfully raise the necessary capital, that the Parties will mutually agree to extend the Outside Date or waive remaining conditions, or that the Closing will occur. If the transactions do not close, the Company will not receive the contribution of the Aetherium Assets, will not issue the initial Closing equity or subsequent milestone equity under the Agreement, and Mr. Klarich’s appointment to the Board will not occur under the terms of the Agreement (although he continues to serve as President). The Company continues to evaluate its strategic alternatives, capital-raising efforts, and the status of the Agreement.

The foregoing description is qualified in its entirety by reference to the full text of the Definitive Agreement (including exhibits and schedules), the Board and stockholder written consents, and related documents previously filed or described in the Company’s Current Reports on Form 8-K.