NOTE 11 – SUBSEQUENT EVENTS

In July and August, 2026, the Company issued and sold the Company issued and sold 8,902,611 common shares for $2,418 net of transaction costs net of transaction costs under the Sales Agreement for the Company’s ATM facility

On July 10, 2026, in order to comply with Section 712 of the NYSE American Company Guide which provides that a listed company may not issue without stockholder approval more than 19.99% of its then issued and outstanding share, the Company cancelled 1,013,637 shares of common stock previously issued in June 2026 upon conversion of a convertible promissory note issued to Mandragola under the Credit Facility. As a result of the cancellation, the corresponding conversion was reversed and the principal balance of such note in the amount of $379 was reinstated as an outstanding obligation of the Company in accordance with its terms. The issuance of shares upon conversion of the Credit Facility notes and upon exercise of the related warrants, to the extent exceeding 19.99% of the outstanding common stock, is being presented for stockholder approval at the meeting of stockholders scheduled for August 25, 2026.

On July 27, 2026, the Company and Water IO entered into Amendment No. 1 and Waiver, dated as of July 24, 2026, to the Note (the “Amendment”) pursuant to which (i) the maturity date of the Note was extended from July 7, 2026 to November 1, 2026; (ii) the Company agreed to pay $250,000 of principal within two business days after execution of the Amendment, and the remaining principal in four equal monthly installments of $250,000 each on August 1, September 1, October 1 and November 1, 2026, with the outstanding balance continuing to bear interest at the short-term Applicable Federal Rate payable with the final installment; (iii) in full satisfaction of interest accrued through the date of the Amendment and as consideration for the delay in payment and the waiver and extension, the Company agreed to issue to Water IO 800,000 restricted shares of common stock, subject to clearance of an additional listing application with the NYSE American and written confirmation by each party of its corporate approvals, with an August 31, 2026 longstop after which such amount is payable in cash and no shares will be issued; and (iv) Water IO irrevocably waived, retroactively to the original maturity date, any default, event of default or right of acceleration arising from the non-payment of the Note at its original maturity date, and confirmed that the Note has not been accelerated. Following further discussions with NYSE American, the number of restricted shares issuable to Water has been reduced to 267,956 shares which have not yet been issued as of the date of this report. The Company has determined to pay the accrued interest of approximately $80 in lieu of any further share issuances.

On August 5, 2026, the Company entered into a Share Purchase and Option Agreement (the “MEA SPA”) with Mayers Ventures LLC (“Mayers”), pursuant to which the Company agreed to purchase 324,573 shares of M.E.A. Testing Systems Ltd., an Israeli developer of advanced electric motor testing and validation systems (“MEA”), representing 10% of the issued and outstanding equity interests, on a fully diluted basis, of MEA, together with 10% of MEA’s affiliated company in India to the extent such company is not a subsidiary of MEA. As consideration, the Company agreed to pay Mayers $50 and to issue to Mayers 1,300,000 restricted shares of common stock. The closing is subject to the approval by the NYSE American of a supplemental listing application and the execution and delivery of a license agreement granting the Company an exclusive, perpetual, worldwide, transferable license to the technology and knowhow of the MEA companies. Under the MEA SPA, the Company was also granted an exclusive option, exercisable through June 30, 2028, to purchase all of the remaining holdings of Motomova Inc. in MEA and its Indian affiliate, representing approximately 78.9% of the total issued share capital following the closing, subject to due diligence and other customary closing conditions. As of the date of these financial statements, the closing had not occurred.