NOTE 5 – GHS EQUITY FINANCING AGREEMENT AND DEFERRED OFFERING COSTS

In November 2025, the Company entered into an Equity Financing Agreement (the “GHS Agreement”) with GHS Investments LLC, which provides for an equity line of credit of up to $20.0 million over a 24-month term, subject to the effectiveness of a registration statement. The related registration statement on Form S-1 was declared effective by the Securities and Exchange Commission in January 2026.

Under the GHS Agreement, the Company may, from time to time, direct GHS to purchase shares of its common stock through drawdowns (“Puts”) at prices based on prevailing market conditions, subject to contractual limitations. The GHS Agreement includes customary terms and conditions, including a $10,000 legal deposit payable upon the first draw and standard termination and default provisions. The facility expires 24 months from execution unless terminated earlier.

As of June 30, 2026, the Company had not issued any Put Notices and had not drawn funds under the facility.

In connection with the GHS Agreement, the Company issued 500,000 restricted shares of common stock to GHS as consideration for the facility. The fair value of these shares, $40,050, was recorded as deferred offering costs on the on the accompanying condensed consolidated balance sheet. This deferred amount will be recognized as a reduction of additional paid-in capital on a pro rata basis as the Company utilizes the facility. If the facility is not utilized, the deferred amount will be recognized as expense at the time it is determined that no future economic benefit will be realized.

The Company evaluated the GHS Agreement under applicable accounting guidance and concluded that it is indexed to the Company’s own stock and qualifies for equity classification. This conclusion will be reassessed upon each future draw under the facility.