Note 1 — Organization and Nature of Business

The Company consists of (i) Game Your Game, Inc. (“Game Your Game”), which was incorporated in the state of Delaware on December 5, 2016, (ii) Active Mind Technology Limited (“AMT”), which was incorporated on April 18, 2008 in Ireland, and (iii) Active Mind Technology R&D Limited (“AMT R&D”), which was incorporated on July 16, 2010 in Ireland (collectively, the “Company,” “we,” “us” or “our”). Effective as of March 31, 2026, we converted from a Delaware corporation to a Nevada corporation pursuant to a statutory conversion, which we refer hereto as the “conversion” (see Note 3 — Basis of Presentation — Conversion for more information). On June 30, 2026, Grafiti LLC transferred and assigned all of the shares of common stock of the Company held by Grafiti LLC to its parent company (the “Share Transfer”), Grafiti Group LLC (the “Parent” or “Grafiti Group”). Subsequent to the Share Transfer and as of June 30, 2026, Grafiti Group became the majority owner of Game Your Game and beneficially owned approximately 58% of the common stock of the Company. Grafiti Group is controlled by Nadir Ali, who formerly served as our Chief Executive Officer and sole director, and currently serves as the general manager of Grafiti Group.

The Company is a sports technology company seeking to enhance the golf playing experience with tools that leverage the power of AI, precision shot tracking, and personalized feedback. The Company’s technology platform has been designed to serve multiple customers within the golf industry, including individual golfers, golf professionals and instructors, golf courses and clubs, and golf equipment manufacturers. The platform’s analytical capabilities can extend beyond individual performance tracking to include broader applications such as predictive analytics for player development, course management and optimization, equipment performance analysis, and social features that enable golfers to connect, compete, and share achievements. The Company has directed its resources over the past number of years to the development of its new hardware device, GameGolf KZN AI and the development of software applications. The Company operates primarily in the United States and Europe, and a significant portion of its revenues and assets are concentrated in these principal markets. On July 30, 2026, the Common Stock of the Company began trading on the Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “GYGY”.

Note 2 — Liquidity and Going Concern

As of June 30, 2026, the Company has negative working capital of $184,853 and cash of $15,991. For the six months ended June 30, 2026 and 2025, the Company incurred a net loss of $4,030,345 and $144,966, respectively, and net cash used in operating activities was $796,585 and $556,805, respectively.

The Company has incurred recurring losses, generated negative cash flows from operating activities, and historically relied on debt and advances from Grafiti LLC to fund its operations. These conditions and events, considered in the aggregate, initially raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date these unaudited condensed consolidated financial statements are issued.

On July 30, 2026, the Company completed the second closing under its Preferred Purchase Agreement (as defined below) with Streeterville Capital, LLC (“Streeterville”), pursuant to which it received $8,000,000 in gross proceeds from the sale of 8,000 shares of its Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) (see Note 8 for more information). In evaluating its liquidity, management considered the receipt of these proceeds, which were received before the issuance of these unaudited condensed consolidated financial statements, together with the Company’s forecasted operating cash requirements and contractual debt-service obligations during the assessment period. Management’s forecast reflects a positive cash balance throughout the period ending one year after the issuance date.

Based on the foregoing financing completed on July 30, 2026, and management’s current operating plan and cash flow forecast, management concluded that the Company has sufficient liquidity to meet its obligations as they become due for at least one year after the date these unaudited condensed consolidated financial statements are issued. Accordingly, the conditions that initially raised substantial doubt have been alleviated.

Note 3 — Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to the Company’s audited consolidated financial statements and notes for the years ended December 31, 2025 and 2024, included in the Registration Statement on Form S-1 (File No. 333-296763), initially filed with the Securities and Exchange Commission (the “SEC”) on June 12, 2026, and declared effective on July 28, 2026 (as amended, the Registration Statement”).

Note 4 — Disaggregation of Revenue

Disaggregation of Revenue

The Company recognizes revenue when control is transferred of the promised products or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company derives revenue from hardware and subscription licenses for work performed in conjunction with its systems recognition policy.

As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations, as our contracts have an original expected duration of less than one year.

Deferred revenue as of June 30, 2026 and December 31, 2025, was $728 and $3,223, respectively. The deferred revenue as of June 30, 2026 is expected to be recognized as revenue within the next twelve months.

Note 5 — Inventory

During the three and six months ended June 30, 2026 and 2025, there was no obsolete inventory written off nor was any inventory pledged as collateral.

Note 6 — Debt

Interest expense on the Grafiti Note (as defined below) totaled $72,387 and $143,820 for the three and six months ended June 30, 2026, respectively. Interest expense on the Grafiti Note totaled $57,013 and $107,288 for the three and six months ended June 30, 2025, respectively. Interest expense on the Streeterville December 2025 Note (as defined below) and the Streeterville March 2026 Convertible Note totaled $119,856 and $209,410 for the three and six months ended June 30, 2026, respectively. Interest expense on the Streeterville December 2025 Note and the Streeterville March 2026 Convertible Note was zero during the three and six months ended June 30, 2025, as the debt was issued on December 31, 2025 and March 31, 2026, respectively. No interest was capitalized during the three and six months ended June 30, 2026 and 2025. 

Notes Payable

Related Party Promissory Note Payable

On December 28, 2024, the Company entered into an unsecured promissory note with Grafiti LLC (the “Grafiti Note”) for an aggregate principal sum of $2,500,000, bearing interest at 10% per annum, for funding working capital needs and payment of liabilities. On March 31, 2025, the Company and Grafiti LLC amended the Grafiti Note to increase the aggregate principal to $3,000,000 and extend the maturity date to December 31, 2025. The Company and Grafiti LLC executed an additional amendment, effective December 31, 2025, to further extend the maturity date to June 30, 2026.

During the year ended December 31, 2025, the Company received $1,007,000 under the Grafiti Note and repaid $104,883 of the principal under the Grafiti Note, leaving a principal balance of $2,792,117 as of December 31, 2025, with the amount available under the Grafiti Note of $207,883 as of that date. On December 31, 2025, the Company paid the accrued interest payable balance under the Grafiti Note of $326,572 and therefore there was no interest payable thereunder as of December 31, 2025.

During the six months ended June 30, 2026, the Company received $336,408 under the Grafiti Note and repaid $128,568 of the principal under such note, leaving a principal balance of $2,999,957 as of June 30, 2026, with the amount available under the note of $43 as of that date. On June 30, 2026, the Company owed $72,387 of accrued interest payable under the Grafiti Note.

On July 29, 2026, the Company entered into the Third Amendment and Waiver Agreement to the Grafiti Note (the “Amendment”) with Grafiti LLC, which Amendment (i) extends the maturity date to July 31, 2027, with retroactive effect as of June 30, 2026, subject to automatic successive one-month extensions for so long as amounts remain outstanding under the Grafiti Note and the Company complies in all material respects with the repayment provisions described below; (ii) adds repayment provisions under which, during the Commitment Period (as defined in the Preferred Purchase Agreement), the Company may repay only up to $500,000 of the outstanding balance of the Grafiti Note during the first full calendar month following July 30, 2026, and up to $150,000 during each calendar month thereafter (with unused monthly amounts carrying forward), subject to a reduced cap of $25,000 in any calendar month in which the closing price of the common stock is below the Floor Price (as defined below) on at least ten (10) trading days, and permits the Company to apply up to 15% of the gross cash proceeds of any subsequent financing consummated by the Company, in addition to proceeds resulting from cash exercises of outstanding warrants of the Company, after the Listing Date toward repayment; (iii) provides that amounts remaining outstanding on a date on which the maturity date is automatically extended will not constitute an Event of Default (as defined in the Grafiti Note) so long as the Company remains in compliance with such repayment provisions; and (iv) waives any Event of Default arising solely from the Company’s failure to pay amounts outstanding under the Grafiti Note on or prior to the effective date of the Amendment, including as a result of the passage of the prior maturity date of the Grafiti Note of June 30, 2026. Interest continues to accrue on outstanding principal during any extension period.

Streeterville December 2025 Note

On December 31, 2025, the Company issued a secured promissory note to Streeterville with an aggregate principal amount of $575,000 for a purchase price of $500,000 (the “Streeterville December 2025 Note”), which was secured by guaranty, pledge, security, and intellectual property agreements. The note’s maturity was extended from its original 60-day term to March 31, 2026, on which date it was deemed cancelled as partial consideration for the issuance of the Streeterville March 2026 Convertible Note (see below). Interest expense of $89,554 was recorded on the Streeterville December 2025 Note, which includes amortization of debt discount of $75,000.

Streeterville March 2026 Convertible Note

On March 31, 2026, the Company entered into a Securities Purchase Agreement with Streeterville (the “Securities Purchase Agreement”), pursuant to which we agreed to offer and sell to Streeterville a secured convertible promissory note in the principal amount of $1,135,000 (the “Streeterville March 2026 Convertible Note”), and warrants (the “Note Warrants”) to purchase 250,000 shares of common stock at an exercise price equal to $6.80 per share for an aggregate purchase price of $500,000, which, in addition to the original issue discount described below, includes (i) $575,000 underlying the Streeterville December 2025 Note that was deemed cancelled as partial consideration for the issuance of the Streeterville March 2026 Convertible Note and Note Warrants and (ii) $35,000 to pay for Streeterville’s fees. The Streeterville March 2026 Convertible Note and the Note Warrants were issued on March 31, 2026.

The Note Warrants allow the holder to purchase 250,000 shares of common stock at an exercise price equal to $6.80 per share. The Note Warrants may be exercised in whole or in part and can be exercised at any time on or after the Listing Date until 5 years from such date.

The Streeterville March 2026 Convertible Note carries an original issue discount of $100,000 and accrues interest at a rate of 10% per annum compounded daily with the principal amount and all accrued interest being due and payable on April 30, 2027. We may prepay the Streeterville March 2026 Convertible Note upon 10 trading days’ notice; provided that if such prepayment is made, then we must pay an amount equal to 110% of the outstanding balance which includes the 10% prepayment penalty. The right to prepay is lost on an event of default or if prepayment is elected and the Company fails to do so on the date set forth in the prepayment notice.

Upon an event of default, the interest rate shall increase to 18% per annum or the maximum rate permitted under applicable law and Streeterville may accelerate the Note by written notice with the outstanding balance becoming immediately due and payable in cash. In addition, the Streeterville March 2026 Convertible Note contains certain triggering events (including failure to pay principal, interest, fees or other amounts when due, bankruptcy, insolvency, failure to reserve sufficient shares for conversion, failure to comply with other covenants, receipt of a delisting notice by Nasdaq, and suspension or ineffectiveness of resale registration) that would increase the outstanding balance. Upon the occurrence of a Major Triggering Event (as defined in the Streeterville March 2026 Convertible Note), the outstanding balance would increase by an amount equal to 15% of the then outstanding balance, and upon the occurrence of a Minor Triggering Event (as defined in the Streeterville March 2026 Convertible Note), the outstanding balance would increase by an amount equal to 5% of the then outstanding balance.

At any time commencing on the Listing Date, Streeterville may, at its election, convert all or any portion of the outstanding balance of the Streeterville March 2026 Convertible Note, which includes the principal amount under the note and any accrued interest thereunder, into shares of common stock at a conversion price equal to $6.80 per share. If the Streeterville March 2026 Convertible Note had been converted on the date of its issuance, March 31, 2026, at such conversion price, the Streeterville March 2026 Convertible Note would be convertible into a maximum of 166,912 shares of common stock (the “Note Shares”). If the Streeterville March 2026 Convertible Note is converted on March 31, 2027, at such conversion price, the Streeterville March 2026 Convertible Note will be convertible into a maximum of 184,730 shares of common stock. The Streeterville March 2026 Convertible Note and the Note Warrants also contain a beneficial ownership limitation which provides that we will not effect any conversion or exercise, and Streeterville will not have the right to convert or exercise, any portion of the Streeterville March 2026 Convertible Note or the Note Warrants to the extent that, after giving effect to the conversion or exercise, Streeterville (together with Streeterville’s affiliates) would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares upon such conversion or exercise.

Following the designation of the Series A Preferred Stock by the Company upon its filing of the Certificate of Designation with the State of Nevada, as further discussed below, Streeterville has the right, but not the obligation, to exchange the Streeterville March 2026 Convertible Note for a number of shares of Series A Preferred Stock equal to the outstanding balance divided by $1,000.

The Securities Purchase Agreement includes customary representations, warranties and covenants, including a covenant that we will not, without Streeterville’s prior written consent: (i) issue, incur or guaranty any debt or additional Liabilities (as defined in the Securities Purchase Agreement) other than (a) trade payables incurred in the ordinary course of business, (b) indebtedness or liabilities incurred pursuant to equipment leases, purchase money financings, or capital leases entered into in the ordinary course of business, (c) indebtedness or liabilities incurred in connection with bona fide commercial banking or credit card arrangements on customary terms, or (d) intercompany indebtedness; or (ii) issue (a) any shares of common stock, preferred stock or any option, warrant, or right to subscribe for, acquire or purchase shares of common stock or preferred stock, or (b) any securities that are convertible into or exchangeable for shares of common stock or any class or series of preferred stock, subject to certain exceptions set forth in the Securities Purchase Agreement.

The Securities Purchase Agreement also contains a most favored nation provision, which provides that, so long as the Streeterville March 2026 Convertible Note or the Note Warrants is outstanding, upon our issuance of any security with any economic term or condition more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Streeterville in the transaction documents (as defined in the Securities Purchase Agreement), then we shall notify Streeterville of such additional or more favorable term, which notice may be provided by means of a current report on Form 8-K or other filing with the SEC, and such term, at Streeterville’s option, shall become a part of the transaction documents for the benefit of Streeterville. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion lookback periods, interest rates, original issue discounts, floor prices, stock purchase prices, conversion prices, warrant coverage, warrant exercise prices, and anti-dilution/conversion and exercise price resets.

The obligations under the Streeterville March 2026 Convertible Note were secured by: (i) a Guaranty from Nadir Ali, our former Chief Executive Officer and director (the “Bridge Guaranty”); (ii) a Pledge Agreement from Grafiti LLC pursuant to which all shares of common stock of the Company owned by Grafiti LLC, which shall represent no less than 60% of the outstanding shares of common stock of the Company at any time (the “Pledged Shares”) as additional collateral under the Streeterville March 2026 Convertible Note (the “Bridge Pledge Agreement”); (iii) a Security Agreement (the “Bridge Security Agreement”) pursuant to which Streeterville was granted a security interest in all of the existing and future assets of the Company subordinated only to permitted liens as described in the Streeterville March 2026 Convertible Note (“Bridge Collateral”); and (iv) an Intellectual Property Security Agreement (the “Bridge IP Security Agreement”, and together with the Bridge Guaranty, the Bridge Pledge Agreement, and Bridge Security Agreement, the “Bridge Collateral Agreements”) with respect to the security interests granted in the intellectual property owned by the Company.

The Company evaluated the issuance of the Streeterville March 2026 Convertible Note in exchange for the Streeterville December 2025 Note under ASC 470-50, Debt — Modifications and Extinguishments, and determined that the exchange constituted an extinguishment of the Streeterville December 2025 Note because the terms of the new instrument were substantially different from those of the existing debt on account of the addition of a substantive conversion feature (it is reasonably possible that the conversion feature may be exercised and affect the manner of the debt instrument’s settlement).

Accordingly, the Company derecognized the carrying amount of the Streeterville December 2025 Note, and recognized the Streeterville March 2026 Convertible Note and the Note Warrants at their fair values as of the issuance date. The Company recorded a gain on extinguishment of $14,554. The extinguishment gain was included in Other (Expense)/Income in the Company’s unaudited condensed consolidated statement of operations.

The fair value measurement of the Streeterville March 2026 Convertible Note is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. The fair value of the Streeterville March 2026 Convertible Note as of March 31, 2026, was $1,437,423, as determined by an independent third-party valuation firm using a Monte Carlo Simulation model.

The fair value measurement is subject to estimation uncertainty, as it is sensitive to changes in the discount rate and the timing of the expected listing.

Based upon the Company’s analysis, it was determined that the Streeterville March 2026 Convertible Note contains embedded features requiring recognition as derivatives and bifurcation. However, the Company determined the fair value of these embedded derivatives was immaterial as of the issuance date of such note, and June 30, 2026, and therefore recognized the Streeterville March 2026 Convertible Note at amortized cost and recorded as a liability on the condensed consolidated balance sheet.

The fair value of the Streeterville March 2026 Convertible Note exceeded its stated principal amount by $302,423. In accordance with ASC 470-20, this premium is amortized and treated as a reduction of interest expense as this premium was attributable to the value of the embedded conversion feature. As a result, the Company recorded the excess of the fair value over the principal amount as debt premium, which is amortized over the life of the Streeterville March 2026 Convertible Note. Further, the fair value of the Note Warrants of $585,402 was treated as a debt discount and amortized as interest expense over the life of the Streeterville March 2026 Convertible Note. Furthermore, the fair value of the Streeterville March 2026 Convertible Note over the amount of proceeds received which amounted to $362,423 was treated as a debt discount and amortized as interest expense over the life of the Streeterville March 2026 Convertible Note. Accordingly, the net debt discount is $645,402 which is amortized over the life of the Streeterville March 2026 Convertible Note.

Subsequent to initial recognition, the Streeterville March 2026 Convertible Note is accounted for at amortized cost and hence fair valuation on a recurring basis is not required. Interest expense will be recognized over the term of the note using the effective interest method. The effective interest rate is approximately 87% per annum, which exceeds the coupon rate of 10% per annum on account of net debt discount. As of June 30, 2026, the carrying amount of the Streeterville March 2026 Convertible Note is $580,402 (net of $554,598 of debt discount, issuance costs and debt premium).

During both the three and six months ended June 30, 2026, the Company recognized a contractual interest expense of $29,052 and a net debt discount amortization of $90,804, as the Streeterville March 2026 Note was entered into on March 31, 2026. The contractual interest expense is included in the accrued expenses and other current liabilities line on the condensed consolidated balance sheets.

No interest and amortization of debt discount were recorded during the three and six months ended June 30, 2025 as the Streeterville March 2026 Note was entered into on March 31, 2026.

Note 7 — Common Stock

Prior to the conversion described under Note 3, the Company was authorized to issue 20,000,000 shares of common stock with a par value of $0.001 per share. Each share of common stock was entitled to one vote on all matters submitted to stockholders, including written consent actions in lieu of meetings. The rights of the holders of common stock, including voting, dividend, and liquidation rights, were subject to the rights, powers, and privileges of the holders of Preferred Stock.

Effective as of March 31, 2026, we effectuated the conversion, pursuant to which we converted from a Delaware corporation to a Nevada corporation (see Note 3 — Basis of Presentation – Conversion). After the conversion, the Company is authorized to issue 1,000,000,000 shares of common stock with a par value of $0.001 per share.

Post conversion, holders of the common stock are entitled to one vote per share. In addition, holders of the common stock will be entitled to receive pro-rata dividends, if any, declared by our board of directors out of legally available funds. Under the Certificate of Designation governing the Series A Preferred Stock, the payment of any dividend or distribution to holders of the Company’s common stock constitutes a “Fundamental Transaction” and may not be consummated without the prior written consent of the holders of all outstanding shares of Series A Preferred Stock (the “Required Holders”), which consent may be granted or withheld in the Required Holders’ sole and absolute discretion. Upon liquidation, dissolution or winding-up, the holders of the common stock are entitled to share ratably in all assets that are legally available for distribution. Holders of the common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of our board of directors and issued in the future.

At December 31, 2025, there were 9,197,508 shares of common stock outstanding prior to the conversion, and 15,000,000 shares of common stock outstanding after the conversion. All shares of the Company’s common stock, per-share data and related information included in the accompanying condensed consolidated financial statements have been retroactively adjusted as though the conversion had been effected prior to all periods presented.

On June 30, 2026, 450,000 shares of common stock were issued for services pursuant to that certain financial advisory and investment banking services letter of engagement, dated as of February 12, 2026 (the “Maxim Letter Agreement”), by and between the Company and Maxim Group LLC (“Maxim”), which vest over the requisite service period (see Note 9).

On June 30, 2026, the Company entered into an Exchange Agreement with the Parent (the “Exchange Agreement”), pursuant to which it issued 18,000.018 shares of Series A Preferred Stock to the Parent in exchange for 2,500,000 shares of common stock held by the Parent prior to such exchange. The exchange is treated as a repurchase of common stock, with any difference between the initial carrying amount of the Series A Preferred Stock issued and the recorded amount of the common stock reacquired recognized within additional paid-in capital. The shares of common stock exchanged in accordance with the foregoing were cancelled on repurchase (see Note 14).

On June 30, 2026, the Company issued 1,438,000 shares of common stock to Streeterville as pre-delivery shares under the Preferred Purchase Agreement for a purchase price of $1,438, as further discussed below in Note 7. Pursuant to the Preferred Purchase Agreement, the Company has the right, at any time after the six month anniversary of the Subsequent Registration Statement (as defined in the Preferred Purchase Agreement) being declared effective by the SEC, to repurchase the pre-delivery shares upon a written request delivered to Streeterville at a purchase price of $0.001 for each such pre-delivery share (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions), which, upon receipt of such written request, will be delivered by Streeterville within thirty trading days of such date.

At June 30, 2026, there were 14,388,000 shares of common stock outstanding.

Note 8 — Preferred Stock

Prior to the conversion, the Company was authorized to issue up to 400,000 shares of $0.001 par value preferred stock, ranking senior to common stock, with the following terms:

No preferred stock was issued or outstanding as of December 31, 2025.

Effective March 31, 2026, the Company converted from a Delaware to a Nevada corporation (See Note 3). Post-conversion, the authorized preferred stock increased to 5,000,000 shares of $0.001 par value, with the board of directors empowered to set terms for future series (rights, preferences, dividends, voting, conversion, etc.) without stockholder approval.

On June 30, 2026, under the Exchange Agreement, the Company issued 18,000.018 shares of Series A Preferred Stock to its Parent in exchange for 2,500,000 shares of common stock previously held by the Parent (See Notes 7 and 14).

As of June 30, 2026, 18,000.018 shares of Series A Preferred Stock were outstanding.

Series A Preferred Stock

On June 30, 2026, the Company filed a Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock with Nevada’s Secretary of State (the “Certificate of Designation”), designating 100,000 shares of “blank check” preferred stock as Series A Preferred Stock, with the following rights and preferences:

Stated Value. Each share of Series A Preferred Stock shall have a stated value of $1,111.11 (the “Stated Value”); provided that upon the occurrence of a Trigger Event (as defined in the Certificate of Designation), the Stated Value will automatically increase by five percent (5%), and upon the occurrence of an Event of Default (as defined in the Certificate of Designation), the Stated Value will automatically increase by ten percent (10%).

Ranking. The Series A Preferred Stock will rank senior to all other capital stock, including common stock, as to dividends, distributions and liquidation. The Company cannot issue senior or pari passu rank to the Series A Preferred Stock without the consent of all holders of Series A Preferred Stock.

Preferred Returns. Each share of Series A Preferred Stock accrues a preferred return at 10% per annum on its Stated Value (15% after an Event of Default), compounding daily, payable quarterly in cash or additional shares of Series A Preferred Stock, at the Company’s discretion (the “Preferred Return”).

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our company, each share of Series A Preferred Stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of junior securities, an amount per share of Series A Preferred Stock equal to the Stated Value at such time plus any accrued and unpaid Preferred Return before junior securities are paid; if assets are insufficient, the holders share ratably in any distribution.

Voting Rights. The holders of the Series A Preferred Stock have no voting rights, but the prior written consent of the holders of the Series A Preferred Stock holding a majority of the Series A Preferred Stock then issued and outstanding is required to amend or repeal the Certificate of Designation.

Conversion Rights. Each share of Series A Preferred Stock will be convertible at any time at the option of the holder into a number of shares of common stock determined by dividing the Stated Value of the shares being converted by a fixed conversion price of $8.00 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events); provided, however, that following a Trigger Event or Event of Default, the conversion price will be adjusted to the lower of $8.00 or 88% of the lowest daily volume-weighted average price (“VWAP”) of our common stock reported on Nasdaq during the ten (10) trading day period prior to the applicable measurement date, subject to a floor price of $4.00 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) (the “Floor Price”). We will not effect any conversion, and a holder will not have the right to convert, shares of Series A Preferred Stock to the extent that, after giving effect to the conversion, the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of the shares of common stock upon conversion.

Redemption Rights. The Company may redeem the Series A Preferred Stock at 110% of the Stated Value plus accrued and unpaid Preferred Returns at its discretion. Upon an Event of Default (such as a covenant breach, non-payment of principal, interest, fees or other amounts to the holders of Series A Preferred Stock past a 5-day cure period, or bankruptcy/insolvency), any holder of Series A Preferred Stock may force us to redeem the shares of Series A Preferred Stock held by such holder for a price equal to the Stated Value of all such shares of Series A Preferred Stock, plus any accrued and unpaid Preferred Returns and any and all other amounts due and payable to the applicable holder of Series A Preferred Stock in accordance with the Certificate of Designation.

For so long as any shares of Series A Preferred Stock remain outstanding, the Certificate of Designation requires the Company to obtain the written consent of all of the holders of Series A Preferred Stock for certain corporate actions, including issuing new shares of Series A Preferred Stock, changing authorized share counts, making a Restricted Issuance (as defined in the Certificate of Designation), which generally includes incurring debt outside the ordinary course or issuing equity or convertible securities, asset pledges/dispositions, reverse stock splits (except for Nasdaq compliance purposes), issuing other preferred stock, or effectuating a Fundamental Transaction (as defined in the Certificate of Designation). The Company also cannot restrict its ability to enter into variable rate transactions or issue securities to the holders of Series A Preferred Stock or their affiliates. Fundamental Transactions are subject to the additional requirement that, for so long as any person or group beneficially owns more than 50% of the Company’s voting power (a “Controlling Stockholder”), the transaction must also be approved by a majority of the Disinterested Directors (as defined in the Certificate of Designation).

The Series A Preferred Stock is not mandatorily redeemable and does not meet any other criteria under ASC 480 to be classified as liability. The Company evaluated the features of the Series A Preferred Stock and classified the Series A Preferred Stock as permanent equity because the Series A Preferred Stock is not contingently redeemable on occurrence of an event outside the Company’s control.

Series A Preferred Stock Financing

On June 30, 2026, we entered into a securities purchase agreement (the “Preferred Purchase Agreement”) with Streeterville, pursuant to which we agreed to offer and sell to Streeterville (i) up to $40,000,000 (the “Commitment Amount”) in shares of Series A Preferred Stock, at a purchase price of $1,000 per Series A Preferred Stock; (ii) 1,438,000 shares of common stock (the “Pre-Delivery Shares”) (see Note 7); and (iii) a warrant (the “Warrant”) to purchase 1,250,000 shares of common stock at a purchase price of $1,250, which Warrant has an exercise price of $8.00 per share (see Note 10).

The Preferred Purchase Agreement provides for closings in multiple tranches. At the first closing, which occurred at the time we entered into such agreement on June 30, 2026, we issued the Pre-Delivery Shares to Streeterville for a purchase price of $1,438 and the Warrants for a purchase price of $1,250. At the second closing, which occurred on July 30, 2026, we issued 8,000 shares of Series A Preferred Stock to Streeterville for a purchase price of $8,000,000. The second closing was subject to certain conditions, including, among others: (i) the receipt of stockholder approval, which we received on June 30, 2026, (ii) the completion of our direct listing and occurrence of a Listing Date, which direct listing was completed on July 30, 2026, (iii) that the Registration Statement was declared effective by the SEC, and (iv) certain other administrative closing conditions, including, but not limited to, (a) the filing of a Certificate of Designation for the Series A Preferred Stock, which certificate was filed on June 30, 2026, (b) the delivery of an officer’s certificate, (c) the execution and delivery of lock-up agreements, and (d) the delivery of the Second Closing Purchase Price (as defined in the Preferred Purchase Agreement).  

The 8,000 shares of Series A Preferred Stock will initially be convertible into approximately 1,111,110 shares of common stock assuming conversion at the Fixed Price and that no Trigger Event or Event of Default has occurred.

At any time and from time to time following the second closing and ending on the earlier of (i) three years thereafter and (ii) the date we have sold $40,000,000 in shares of Series A Preferred Stock thereunder, we may request that Streeterville purchase additional shares of Series A Preferred Stock, at a purchase price of $1,000 per Series A Preferred Stock, in an amount of no more than the Maximum Purchase Amount and no less than $100,000 by providing a written notice of such request to Streeterville. “Maximum Purchase Amount” means $8,000,000 less the total Stated Value of all outstanding shares of Series A Preferred Stock plus accrued but unpaid interest held by Streeterville as of the applicable measurement date (the “Series A Preferred Stock Outstanding Balance”). Accordingly, we could issue up to 40,000 shares of Series A Preferred Stock under the Preferred Purchase Agreement, which would be convertible into an aggregate of 5,555,550 shares of common stock assuming conversion at the Fixed Price and that no Trigger Event or Event of Default has occurred. However, Streeterville’s obligation to fund for the purchase of additional Series A Preferred Stock is not solely at our discretion. Each additional purchase is subject to a number of conditions, including that our market capitalization is at least $20,000,000 and both our 20-day and 60-day median and average daily trading volumes are at least $250,000 at the time of any request for a subsequent purchase of Series A Preferred Stock. Additional requirements include compliance with continued listing standards and an effective registration statement for the resale of shares issuable pursuant to the Preferred Purchase Agreement. If we fail to meet any of these conditions at the time of a request, Streeterville may decline to provide the requested funds. As a result, there is no assurance that we will be able to access the full $40,000,000 or any specific amount under the Preferred Purchase Agreement, and our ability to request subsequent funding thereunder may be limited by market conditions, our performance, or other factors outside our control.

Notwithstanding anything to the contrary contained in the Preferred Purchase Agreement, the Certificate of Designation or the Warrant, the Preferred Purchase Agreement provides that the total cumulative number of shares of common stock issued to Streeterville pursuant to conversion of the Series A Preferred Stock and exercises of the Warrant, together with all other issuances under the Preferred Purchase Agreement, may not exceed the requirements of Nasdaq Rule 5635(d) (the “Exchange Cap”), except that such limitation will not apply following stockholder approval or if otherwise inapplicable. On June 30, 2026, we received stockholder approval for the transactions contemplated by the Preferred Purchase Agreement, including the issuance of all securities thereunder, including (i) the shares of Series A Preferred Stock that have been or may be issued covering the full Commitment Amount (the “Commitment Shares”), (ii) the shares of common stock issuable upon conversion of the Series A Preferred Stock constituting the entire Commitment Amount (the “Conversion Shares”), (iii) the Pre-Delivery Shares, (iv) the shares of common stock that may be issued upon exercise of the Warrants and Note Warrants, and (v) the shares of common stock that may be issued upon conversion of the Streeterville March 2026 Convertible Note, in each case if in excess of the Exchange Cap.

In addition, within twenty (20) days of the Listing Date, we agreed to file the Subsequent Registration Statement to register a sufficient number of shares of common stock for the resale of the Conversion Shares. We agreed to use commercially reasonable efforts to cause the Subsequent Registration Statement to be declared effective by the SEC within sixty (60) days of the Listing Date. If the Subsequent Registration Statement has not been declared effective by such date, then we agreed to pay a cash fee to Streeterville equal to one percent (1%) of the Series A Preferred Stock Outstanding Balance on such sixtieth (60th) day and continue to pay in cash a fee equal to one percent (1%) of the Series A Preferred Stock Outstanding Balance for each thirty (30) days that the Subsequent Registration Statement is not declared effective until the date that is six (6) months from the Listing Date.

Further, the Preferred Purchase Agreement provides that Streeterville has the option, but not an obligation, to purchase up to $4,000,000 in additional Series A Preferred Stock in tranches of at least $100,000 for 3 years following the second closing contemplated under the Preferred Purchase Agreement, or until Streeterville no longer holds any Series A Preferred Stock. Additionally, Streeterville has a participation right in future debt or equity financings of up to 10% of the amount sold, on the same terms offered to other investors, exercisable within 5 trading days’ of notice.

On July 30, 2026, the Company completed the second closing contemplated under the Preferred Purchase Agreement in connection with our direct listing on Nasdaq. At the second closing, the Company issued and sold to Streeterville 8,000 shares of Series A Preferred Stock for an aggregate purchase price of $8,000,000, before deducting transaction expenses.

The Company also entered into a Letter Agreement with the Parent (the “Letter Agreement”), pursuant to which, for so long as the Parent remains a Controlling Stockholder, it will not take certain corporate actions with respect to the Series A Preferred Stock, and under which the Parent waived the occurrence of certain events under the Certificate of Designation governing the rights of the Series A Preferred Stock. See Note 17.

Note 9 — Stock Award Plans and Share-Based Compensation

In 2016, the Company adopted the 2016 Equity Incentive Plan (“2016 Plan”). The 2016 Plan provides for the granting of incentive stock options, NQSOs (as defined in the 2016 Plan), stock grants and other share-based awards to employees, officers, directors and consultants of the Company. Incentive stock options granted under the option plan are granted at exercise prices not less than 100% of the estimated fair market value of the underlying common stock at date of grant. The exercise price per share for incentive stock options may not be less than 110% of the estimated fair value of the underlying common stock on the grant date for any individual possessing more that 10% of the total outstanding common stock of the Company. Options granted under the 2016 Plan vest over periods ranging from immediately to four years and are exercisable over periods not exceeding ten years.

The aggregate number of shares that may be awarded under the 2016 Plan as of June 30, 2026 is 94,591. As of June 30, 2026, 20,881 stock options were granted to employees and consultants of the Company, and 73,710 options were available for future grant under the 2016 Plan. The 20,881 of stock options were granted in December 2016 with a four-year vesting period and are exercisable for a period of 10 years from the grant date. The Company does not intend to grant any additional securities under the 2016 Plan.

Employee Stock Options

During the six months ended June 30, 2026 and 2025, there were no stock options granted under the 2016 Plan and there was no share-based compensation cost recognized during either period.

As of June 30, 2026, 20,881 of stock options were vested, exercisable and outstanding, and the fair value of non-vested options was $0 as all stock options had vested in prior years.

2026 Equity Incentive Plan

In 2026 the Company adopted the 2026 Equity Incentive Plan (“2026 Plan”). The 2026 Plan permits the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares to employees, directors, and consultants of the Company. Incentive stock options granted under the option plan are granted at exercise prices not less than 100% of the estimated fair market value of the underlying common stock at date of grant. The exercise price per share for incentive stock options may not be less than 110% of the estimated fair value of the underlying common stock on the grant date for any individual possessing more than 10% of the total outstanding common stock of the Company. Stock options are exercisable over periods not exceeding 10 years or not exceeding 5 years for a participant that at the time the option is granted owns stock of the Company representing more than 10% of the total combined voting power of all classes of stock. At the time a stock option is granted, the administrator will fix the period within which the option may be exercised and will determine any conditions that must be satisfied before the option may be exercised.

The aggregate number of awards that can be granted under the plan as of June 30, 2026, is 1,500,000. The number of authorized shares available for issuance under the 2026 Plan will be increased annually on the first day of each fiscal year beginning with the 2027 fiscal year and ending on (and including) the 2036 fiscal year, in an amount equal to the lesser of (i) 10% of the total number of shares common stock issued and outstanding on the last day of the immediately preceding fiscal year, but in no event less than 1,000,000 shares of common stock; or (ii) such number of shares of common stock determined by the administrator of the 2026 Plan no later than the last day of the immediately preceding fiscal year. As of June 30, 2026, the 2026 Plan had no outstanding grants, with 1,500,000 shares still available for future issuance.

Share-Based Compensation to Maxim

On February 21, 2026, the Company entered into the Maxim Letter Agreement with Maxim, pursuant to which the Company agreed to issue 450,000 shares of its common stock to Maxim in exchange for advisory services related to the Company’s strategic planning, capital raising activities and proposed public listing transaction. These shares of common stock were issued on June 30, 2026.

If the direct listing of the Company has not occurred before the termination of the Maxim Letter Agreement, the Company has an option to repurchase 80% of the common stock issued to Maxim for an aggregate price of $1,000 for a period of 6 months from the effective date of termination. Because the Company completed its direct listing on Nasdaq on July 30, 2026, prior to termination of the agreement, this repurchase option did not become exercisable, and the shares issued to Maxim are not subject to repurchase.

The grant date of the share-based payment was determined to be April 1, 2026, which is the date on which the grantee began providing substantive services under the Maxim Letter Agreement.

If the Company terminates the Maxim Letter Agreement for cause, and such termination becomes effective within six months of the execution of such agreement, Maxim is required to return the pro rata number of shares of the common stock issued as described above. This return requirement effectively functions as a forfeiture provision, requiring the grantee to provide services through the end of the six-month period following execution of the Maxim Letter Agreement, with no other conditions required to be satisfied for the shares to vest.

As such, the award was accounted for as an equity-classified non-employee share-based payment award under ASC 718, “Compensation – Stock Compensation.” The award consists of 450,000 shares of common stock that are subject solely to a service condition, as described above.

The Company measures non-employee share-based compensation awards based on the grant-date fair value of the underlying common stock, which was determined to be $8.00 per share based on recent arm’s-length transactions with unrelated parties. Because the award is equity classified, this grant-date fair value is not subsequently remeasured.

Total grant-date fair value of the award was approximately $3,600,000. Compensation expense related to the service-based portion of the award is recognized ratably over the vesting period as services are rendered.

For the three months and six months ended June 30, 2026, the Company recognized $2,444,776 of share-based compensation expense, which represents the grant date fair value of 305,597 shares of common stock, out of the 450,000 issued, that vested as of June 30, 2026. As of June 30, 2026, 144,403 shares of common stock, out of the 450,000 issued, remain unvested with an unrecognized compensation cost of $1,155,224. This amount is expected to be recognized over a weighted-average remaining recognition period of approximately 0.12 years, or 43 days.

Share-based compensation expense was recorded within general and administrative expenses in the unaudited condensed consolidated statements of operations.

Note 10 — Warrants

Streeterville March 2026 Convertible Note Warrants

In connection with the issuance of the Streeterville March 2026 Convertible Note, the Company issued the Note Warrants to Streeterville to purchase up to 250,000 shares of the Company’s common stock. The Note Warrants were issued pursuant to the Securities Purchase Agreement dated March 31, 2026. The Note Warrants are exercisable, in whole or in part, at any time from the initial listing date through the expiration date, which is five years from the initial listing date. The exercise price of the Note Warrants is $6.80 per share, subject to adjustment in accordance with the terms of the Note Warrants.

The Note Warrants may be exercised for cash, at the holder’s election, and the Company is required to deliver the underlying shares promptly upon exercise. The Note Warrants include customary provisions providing for adjustments to the number of shares issuable and the exercise price in the event of stock splits, stock dividends, combinations, reclassifications, or similar events. The Note Warrants also contain a beneficial ownership limitation that restricts the holder from exercising the Note Warrants to the extent that such exercise would result in the holder and its affiliates owning more than 9.99% of the Company’s outstanding common stock.

The Note Warrants are transferable, subject to compliance with applicable securities laws and the terms of the warrant agreement. The Note Warrants do not provide the holder with any rights as a stockholder of the Company until such Note Warrants are exercised.

At any time following the date that is one (1) year from the Listing Date, Company may terminate the Note Warrants by providing ten (10) days’ prior written notice of termination to Streeterville. During such ten (10) days’ notice period, Streeterville may exercise all or any portion of the Note Warrants.

The Company evaluated the Note Warrants in accordance with ASC 480 and ASC 815 including the provisions of ASC 815-40 related to contracts indexed to and potentially settled in an entity’s own stock. In performing this evaluation, the Company considered whether the Note Warrants are freestanding instruments, whether they are indexed to the Company’s own stock, whether settlement is required to be in shares rather than cash, and whether any provisions could require net cash settlement under circumstances outside the Company’s control.

Based on this assessment, the Company concluded that the Note Warrants meet all of the criteria for equity classification under ASC 815-40 because they are indexed to the Company’s own stock and require physical settlement in a fixed number of shares, with no provisions that could require net cash settlement. Accordingly, the Note Warrants were classified as equity and are not subject to subsequent remeasurement.

At issuance, the Note Warrants were measured at their fair value of $585,402, which was determined using a Black-Scholes option pricing model. The fair value of the Note Warrants was recorded within additional paid-in capital in the Company’s condensed consolidated balance sheet and was recognized as part of the consideration transferred in the debt extinguishment transaction.

The fair value measurement is subject to estimation uncertainty, as it is sensitive to changes in the discount rate and the timing of the expected listing.

During the six months ended June 30, 2026, no Note Warrants were exercised. As of June 30, 2026 and December 31, 2025, there were 250,000 and 0 Note Warrants outstanding, respectively.

Preferred Purchase Agreement Warrants

On June 30, 2026, we entered into the Preferred Purchase Agreement with Streeterville, pursuant to which we agreed to offer and sell to Streeterville (i) up to $40,000,000 in shares of newly designated Series A Preferred Stock, at a purchase price of $1,000 per Series A Preferred Stock; (ii) 1,438,000 shares of common stock; and (iii) a Warrant to purchase 1,250,000 shares of common stock at a purchase price of $1,250. The Preferred Purchase Agreement provides for closings in multiple tranches. At the first closing, which occurred at the time we entered into such agreement on June 30, 2026, we issued the Pre-Delivery Shares to Streeterville for a purchase price of $1,438 and the Warrant for a purchase price of $1,250.

the Warrants may be exercised at any time on or after the Listing Date and until the last calendar day of the month in which the five-year anniversary thereof occurs at an exercise price equal to $8.00 per share (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions). The Warrants are exercisable for 1,250,000 shares of common stock. Notwithstanding the foregoing, the Warrant also contains a beneficial ownership limitation which provides that we will not effect any exercise, and Streeterville will not have the right to exercise, any portion of the Warrant to the extent that, after giving effect to the exercise, Streeterville (together with Streeterville’s affiliates) would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares upon such exercise. At any time following the date that is one year from the Listing Date, the Company may terminate the Warrants by providing ten days prior written notice of termination to Streeterville. For the avoidance of doubt, during such 10-day notice period, Streeterville may exercise all or any portion of the Warrants.

The Company evaluated the Warrants issued pursuant to the Preferred Purchase Agreement in accordance with ASC 480 and ASC 815, including the provisions of ASC 815-40 related to contracts indexed to and potentially settled in an entity’s own stock. In performing this evaluation, the Company considered whether the Warrant is a freestanding instrument, whether it is indexed to the Company’s own stock, whether settlement is required to be in shares rather than cash, and whether any provisions could require net cash settlement under circumstances outside the Company’s control. Based on this assessment, the Company concluded that the Warrant meets all of the criteria for equity classification under ASC 815-40 because it is indexed to the Company’s own stock and require physical settlement in a fixed number of shares, with no provisions that could require net cash settlement. Accordingly, the Warrant was classified as equity and is not subject to subsequent remeasurement. The fair value of the Warrant was recorded within additional paid-in capital in the Company’s condensed consolidated balance sheet.

During the six months ended June 30, 2026, no Warrants were exercised. As of June 30, 2026 and December 31, 2025, there were 1,250,000 and 0 Warrants outstanding, respectively.

Note 11 — Income Taxes

No income tax expense was recorded for the three and six months ended June 30, 2026 and 2025. The Company’s U.S. operations incurred losses during the period, and a full valuation allowance has been recorded against its deferred tax assets. In Ireland, no income tax expense was recognized during the three and six months ended June 30, 2025, as available net operating loss carryforwards offset any taxable income, and the jurisdiction generated tax losses during the current periods. The Company had no uncertain tax positions as of June 30, 2026 and 2025.

Note 12 — Credit Risk and Concentrations

Financial instruments that subject the Company to credit risk consist principally of trade accounts receivable and cash. The Company performs certain credit evaluation procedures and does not require collateral for financial instruments subject to credit risk. The Company believes that credit risk is limited because the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk of its customers, establishes an allowance for uncollectible accounts and, consequently, believes that its accounts receivable credit risk exposure beyond such allowances is limited.

The Company maintains cash deposits with financial institutions, which, from time to time, may exceed federally insured limits of $250,000. Cash is also maintained at foreign financial institutions for its Ireland subsidiary. Cash in foreign financial institutions as of June 30, 2026 and December 31, 2025, was approximately $181 and $21,268, respectively. The Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash.

The Company did not have any customers that accounted for at least 10% of revenues during the three or six months ended June 30, 2026 and 2025.

As of June 30, 2026 and December 31, 2025, Accounts receivable was immaterial and therefore there were no material concentrations.

As of June 30, 2026, four vendors represented approximately 29%, 21%, 14% and 14% of total gross accounts payable. Purchases from these vendors during the six months ended June 30, 2026, were $200,210, $177,058, $106,891 and $17,885, respectively. As of December 31, 2025, three vendors represented approximately 45%, 14% and 5% of total gross accounts payable. Purchases from these vendors during the six months ended June 30, 2025, were $24,433, $58,574 and $0, respectively.

For the six months ended June 30, 2026, two vendors represented approximately 28% and 20% of total purchases. For the six months ended June 30, 2025, three vendors represented approximately 14%, 12% and 11% of total purchases.

Note 13 — Segments

Under Topic 280, an operating segment is defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available.

The Company operates as one operating segment. The Company’s Chief Executive Officer (“CEO”), as the Company’s CODM, manages and allocates resources to the operations of the Company on a consolidated basis. This enables the Company’s CEO to assess the overall level of available resources and determine how best to deploy these resources across service lines in line with the Company’s long-term company-wide strategic goals.

The CODM considers the Company’s net (loss)/income, expenses and the components of total assets to assess the segment’s performance and make resource allocation decisions for the Company’s single segment which is consistent with that presented within these condensed consolidated financial statements. As the Company’s operations are comprised of a single reporting segment, the Company’s segment assets are reflected on the accompanying Consolidated Balance sheet as “total assets” and its significant segment expenses and net loss are listed on the accompanying Consolidated Statements of Operations and Comprehensive loss.

Note 14 — Related Party Transactions

Related Party Note Payable

On December 28, 2024, the Company issued the Grafiti Note to Grafiti LLC, for an aggregate principal sum of $2,500,000. On March 31, 2025, the Company entered into an amendment to the Grafiti Note to increase the aggregate principal of the Grafiti Note to $3,000,000 and extend its due date to December 31, 2025. The Company and Grafiti LLC executed an additional amendment to the Grafiti Note with an effective date of December 31, 2025, to extend the due date of the Grafiti Note to June 30, 2026. The Grafiti Note has an interest rate of 10% and is for funding of liabilities and working capital needs. On July 29, 2026, the Company entered into the Amendment with Grafiti LLC, which extended the maturity date of the Grafiti Note to July 31, 2027, with retroactive effect as of June 30, 2026, and adds repayment provisions (see Note 7).

During the year ended December 31, 2025, the Company received $1,007,000 under the promissory notes and repaid $104,883 of the principal under the notes, leaving a principal balance of $2,792,117 as of December 31, 2025, with the amount available under the note of $207,883 as of that date. On December 31, 2025, the Company paid the accrued interest payable balance of $326,572 and therefore there was no interest payable as of December 31, 2025.

During the six months ended June 30, 2026, the Company received $336,408 under the Grafiti Note and repaid $128,568 of the principal under the Grafiti Note, leaving a principal balance of $2,999,957 as of June 30, 2026, with the amount available under the Grafiti Note of $43 as of that date. Accrued interest on the Grafiti Note for the period from January 1, 2026 to March 31, 2026, amounting to $71,433, was paid on March 31, 2026. On June 30, 2026, the Company owed $72,387 of accrued interest payable under the Grafiti Note.

Related Party Advances

During the six months ended June 30, 2026, Grafiti LLC advanced $19,000 to the Company and during the year ended December 31, 2025, Grafiti LLC advanced $20,600 to the Company for working capital needs. These advances were not under a formal agreement or note. The balance owed to Grafiti LLC as of June 30, 2026 was $19,000. As of December 31, 2025, the Company had repaid all advances owed of $100,395 and accordingly the balance owed to Grafiti LLC as of December 31, 2025, was $0.

Share Transfer

On June 30, 2026, as a result of the Share Transfer, Grafiti LLC transferred and assigned all of the shares of common stock of the Company held by Grafiti LLC to its parent company, Grafiti Group. The Share Transfer did not involve any issuance, transfer or value of shares of common stock by the Company and therefore had no impact on the financial statements of the Company.

In connection with the Share Transfer, on June 30, 2026, the Company entered into an Exchange Agreement with its Parent (the “Exchange Agreement”), pursuant to which we issued 18,000.018 shares of Series A Preferred Stock to the Parent in exchange for 2,500,000 shares of our common stock held by the Parent at the time of such exchange (see Note 7). As of June 30, 2026, after the Share Transfer and entry into the Exchange Agreement, Grafiti Group is our majority owner and beneficially owns approximately 58% of our common stock. Grafiti Group is controlled by Nadir Ali, our former Chief Executive Officer and director, and general manager of Grafiti Group.

Note 15 — Commitments and Contingencies

Litigation

From time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

In November 2025, the Company received a notice with an invoice (the “Invoice”) from its manufacturer asserting a claim (the “Manufacturer Claim”) in the amount of $543,369 (the “Invoice Amount”) relating to amounts they claimed remained outstanding in connection with a previous order for Game Golf KZN devices and testing equipment made in May 2023 (the “Prior Order”) that had not been shipped to or received by the Company as of the date of such invoice. Specifically, the claim relates to certain product and material that the manufacturer alleged it was unable to store due to regulatory constraints applicable to the manufacturer’s operations. In December 2025, the Company responded to such Manufacturer Claim indicating that the Prior Order was made on “FOB” shipping terms and did not contain a delivery deadline, shipment schedule or other requirement to accept delivery at any time. The Company was not advised of such alleged regulatory constraints in advance and was not contractually obligated to accept delivery of the product within any specified time period. In addition, the Company was not obligated under the applicable arrangements to reimburse the manufacturer for raw materials, storage, or disposal-related costs associated with such product. The manufacturer has not provided additional substantiation or further correspondence regarding the matter since the Company’s response to such claim delivered to the manufacturer in December of 2025. Based on the foregoing, management concluded that the likelihood of a material loss is reasonably possible but not probable. In addition, while an unfavorable resolution of the matter could have an adverse effect on the Company’s financial position, results of operations or cash flows in a future period, because the Company disputes that it has any contractual obligation for the asserted costs, management determined that any potential loss or range of loss is not reasonably estimable as of the balance sheet date. The Company will continue to evaluate the matter if additional information becomes available. For the aforementioned matter, no accrual has been made because a loss is believed to be reasonably possible, but not probable or estimable.

Note 16 — Co-Marketing and Collaboration Agreement

On April 2, 2026, we entered into a Co-Marketing and Collaboration Agreement (the “Marketing Agreement”) with GolfSuites 1, Inc. (“GolfSuites”), a Delaware corporation that operates golf entertainment facilities. Under the Marketing Agreement, we appointed GolfSuites as a non-exclusive authorized reseller of our GameGolf KZN AI product within GolfSuites’ network of facilities and channels. GolfSuites committed to purchasing a minimum of approximately $105,000 in units per quarter for an initial four-quarter term (the “Quarterly Minimum”), with payment obligations commencing upon the delivery of the initial purchase order which shall occur no later than August 31, 2026 (the “Commencement Date”). GolfSuites is entitled to a reseller discount of our then-current suggested retail price, and has full discretion to set its own end-customer resale prices. In exchange for GolfSuites providing co-marketing services, including on-site promotion, digital and direct marketing, customer activation, and events across its facilities, we agreed to pay GolfSuites a total marketing fee of $500,000, payable in two installments: (i) $150,000 upon execution of the Marketing Agreement and (ii) $350,000 within five (5) business days of the completion of our direct listing.

The Marketing Agreement has an initial one-year term from the Commencement Date and renews on successive one-year terms by mutual written agreement, with either party able to terminate for convenience on thirty (30) days’ notice following the initial term, or immediately for cause upon material breach (subject to a 30-day cure period) or insolvency. The closing of the Marketing Agreement was conditioned upon the concurrent execution and effect of the Share Exchange Agreement (the “Share Exchange Agreement”) by and among GolfSuites, us and Grafiti, and our payment of the first marketing fee installment of $150,000. We entered into such Share Exchange Agreement, as further described below, and such marketing fee installment was paid, on April 3, 2026. Each party granted the other a limited, non-exclusive, royalty-free license to use its trademarks and brand assets solely in connection with approved co-marketing activities.

The $150,000 first marketing fee installment payment is included in the prepaid expenses and other current assets line of the condensed consolidated balance sheets. As the fee relates to marketing services to be provided over time, the fee will be expensed ratably over the period of performance. As of June 30, 2026, none of the marketing services had been provided and therefore the amount in prepaid expenses as of June 30, 2026, was $150,000.

On August 10, 2026, the Company received its initial purchase order from GolfSuites for 500 units of the Company’s GameGolf KZN AI product, representing the Quarterly Minimum number of units required to be purchased by GolfSuites under the Marketing Agreement. 

Share Exchange Agreement

Concurrently with the execution of the Marketing Agreement described above, we entered into the Share Exchange Agreement dated April 2, 2026, by and among GolfSuites, Grafiti LLC and us. Pursuant to the Share Exchange Agreement, Grafiti agreed to sell and transfer 562,500 shares of our common stock to GolfSuites, and in exchange, GolfSuites agreed to issue to Grafiti a number of shares of its common stock, par value $0.00001 per share (the “GolfSuites Shares”), with an aggregate value equal to $4,500,000 (the “Target Value”), resulting in an initial issuance of 562,500 GolfSuites Shares to Grafiti on April 3, 2026.

Note 17 — Subsequent Events

The Company evaluated subsequent events and transactions through the date the condensed consolidated financial statements were issued. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

The Company received further advances from Grafiti LLC of $96,671 during the period from July 1 through August 10, 2026, to fund working capital requirements. As of August 10, 2026, the balance owed to Grafiti LLC is $0 as the amount was repaid in full as of that date.

No further advances were received by the Company under the Grafiti Note during the period from July 1 through August 10, 2026. A total repayment of $500,000 was made on August 3, 2026, comprising $97,387 in accrued interest and $402,613 in principal repayments. As of August 10, 2026, the balance owed under the note was $2,597,344 and the amount available for future loan under the note was $402,656.

Third Note Amendment and Waiver

On July 29, 2026, the Company entered into the Amendment with Grafiti LLC which extends the maturity date of the Grafiti Note to July 31, 2027, with retroactive effect as of June 30, 2026, and adds certain repayment limitation provisions (see Note 6).

Letter Agreement

On July 29, 2026, the Company entered into the Letter Agreement with the Parent, pursuant to which, with a retroactive effective date as of June 30, 2026, for so long as the Parent remains the Controlling Stockholder, the Parent agreed that it will not request or otherwise seek to cause the Company or its board of directors to effect a Corporation Optional Redemption (as defined in the Certificate of Designation) of the Series A Preferred Stock, or any other redemption thereunder, in each case without limiting the authority of the board of directors, consistent with its fiduciary duties, to independently determine whether to effect such a redemption. In addition, the Parent irrevocably waived, until the last day of the fiscal quarter in which the direct listing on Nasdaq occurs (the “Trigger Event Period”), the occurrence, effectiveness and application of a Trigger Event, including, among others, any resulting increase in the stated value of the Series A Preferred Stock or adjustment to the conversion price. The waiver applies only to events occurring during such Trigger Event Period, and following its expiration, the provisions governing Trigger Events under the Certificate of Designation will thereafter apply in accordance therewith; provided, however, that, upon the expiration of the Trigger Event Period, no event, circumstance or condition occurring during such period shall retroactively constitute a Trigger Event or result in any retroactive increase in the stated value of the Series A Preferred Stock, its conversion price or any other consequence or effect under the Certificate of Designation.

Preferred Purchase Agreement – Second Closing

In accordance with the terms of the Preferred Purchase Agreement between the Company and Streeterville, on July 30, 2026, the Company completed the second closing contemplated thereunder in connection with its direct listing on Nasdaq. At the second closing, the Company issued and sold to Streeterville 8,000 shares of Series A Preferred Stock for an aggregate purchase price of $8,000,000, before deducting transaction expenses (see Note 8).

Streeterville March 2026 Convertible Note Warrants

On July 30, 2026, Streeterville partially exercised the Note Warrants, in accordance with the terms thereof, to purchase 4,000 shares of common stock at a price per share of $6.80. As of August 10, 2026, Streeterville may purchase an additional 246,000 shares of common stock under the Note Warrants from time to time.

GolfSuites - Co-Marketing and Collaboration Agreement

In accordance with the terms of the Marketing Agreement with GolfSuites, the Company paid the second marketing fee installment of $350,000 on July 31, 2026. Additionally, on August 10, 2026, the Company received its initial purchase order from GolfSuites for 500 units of the Company’s GameGolf KZN AI product, representing the Quarterly Minimum number of units required to be purchased by GolfSuites under the Marketing Agreement.