Note 22     SUBSEQUENT EVENT

Nasdaq Notices of Noncompliance

On April 17, 2026, the Company received a notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, the Company does not comply with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). The Company reported stockholders’ equity of $(440,735) as of December 31, 2025, and does not currently meet the alternative continued listing standards relating to the market value of listed securities or net income from continuing operations.

Strategic Advisory Agreement

On May 18, 2026, the Company entered into a Strategic Advisory Agreement (the "Advisory Agreement") with Phoenix MGMT & Consulting LLC ("Phoenix"), pursuant to which Phoenix provides non-exclusive strategic advisory and execution support services to the Company. The initial term is 90 days, subject to extension by mutual written agreement. Either party may terminate the agreement upon 15 days' written notice following an uncured material breach by the other party.

Under the Advisory Agreement, the Company is obligated to pay Phoenix an initial retainer of $150,000 for the first 30 days, followed by $50,000 per month thereafter, plus $50,000 of restricted common stock per quarter, valued based on the five-day volume-weighted average price prior to issuance.

In addition, the Company has agreed to pay Phoenix a transaction fee equal to 5% of the value of any merger, acquisition, joint venture, or similar transaction consummated during the term that Phoenix introduces, structures, or materially advances, payable 50% in cash and 50% in common stock. No such transaction fee had been earned or was payable as of June 30, 2026, as no qualifying transaction had been introduced or consummated during the period.

Equity Purchase Facility Agreement

On May 22, 2026, the Company entered into an Equity Purchase Facility Agreement ("EPFA") with an institutional investor pursuant to which the Company has the right, but not the obligation, to issue and sell up to $100 million of newly issued shares of common stock (the "Advance Shares") to the investor over a 24-month commitment period commencing on the EPFA date, at the Company's sole discretion and without any mandatory minimum amount or non-usage fee.

The investor's ownership is limited to 4.99% of outstanding shares, and increasable to 9.99% upon 61 days’ notice. Absent stockholder approval under Nasdaq rules, aggregate shares issuable under the EPFA may not exceed 19.99% of shares outstanding as of the EPFA date. During the Additional Issuance Restricted Period defined in the EPFA, the investor has a right of first refusal on subsequent placements, and the Company is prohibited from entering into variable rate transaction defined in the EPFA, subject to customary exceptions.

The EPFA will terminate upon the earliest of (i) the 24-month anniversary of the EPFA, (ii) the investor's purchase of Advance Shares equal to the full $100 million commitment, or (iii) a material restatement of the Company's financial statements for two or more consecutive fiscal quarters.

In connection with the EPFA, the Company entered into a Registration Rights Agreement obligating it to file a registration statement with SEC covering resale of the Advance Shares. As of June 30, 2026, the Company had not delivered any advance notice and had not issued any shares or received any proceeds under the EPFA. On July 8, 2026, the Company filed a registration statement on Form S-3 with the SEC to register for resale up to 7,500,000 shares of common stock (representing approximately $15 million based on the closing price on July 7, 2026) issuable under the EPFA.

Reverse Stock Split

On June 25, 2026, the Company's Board of Directors approved a reverse stock split of the Company's issued and outstanding common stock at a ratio of 1-for-30 (the "Reverse Stock Split"), pursuant to stockholder authorization obtained at the Company's annual meeting held on January 12, 2026. The Reverse Stock Split became effective on July 6, 2026, at which time every 30 shares of common stock issued and outstanding were automatically combined into one share, without any change in par value. Immediately prior to the Reverse Stock Split, the Company had 46,806,289 shares of common stock issued and outstanding, which were reduced to 1,560,210 shares. No fractional shares were issued; holders otherwise entitled to a fractional share received a cash payment in lieu thereof. Proportionate adjustments were made to the exercise prices and number of shares issuable under all outstanding stock options, warrants, and restricted stock units, as well as shares reserved under the Company's equity incentive plans. The Reverse Stock Split was undertaken to enable the Company to satisfy the minimum bid price requirement for continued listing on The Nasdaq Capital Market.

In accordance with ASC 260, Earnings Per Share, all share and per-share amounts presented in these unaudited condensed consolidated financial statements and accompanying notes for all periods presented have been retroactively adjusted to reflect the Reverse Stock Split.

Letter of Intent with INERGX Energy Optimisation Ltd.

On July 6, 2026, the Company entered into a non-binding letter of intent (the "LOI") with INERGX Energy Optimisation Ltd ("INERGX"), a company incorporated in England and Wales, regarding the Company's proposed acquisition of up to 9.99% of the issued and outstanding equity interests of INERGX (the "Proposed Transaction"). The Proposed Transaction may be structured as a stock purchase, share exchange, contribution, recapitalization, or other mutually agreed structure, with consideration consisting of a combination of cash and shares of the Company's common stock in proportions to be determined in definitive documentation. Valuation assumptions under the LOI remain preliminary and subject to the Company's due diligence review, and no purchase price or other economic term will be final unless and until set forth in a definitive agreement. Consummation of the Proposed Transaction remains subject to, among other things, completion of due diligence, negotiation and execution of a definitive acquisition agreement, and receipt of any required board, regulatory, third-party, and stockholder approvals. The LOI does not obligate either party to consummate the Proposed Transaction and terminates upon the earliest of execution of a definitive agreement, mutual written agreement, 30 days' prior written notice by either party, or the 90th day following the date of the LOI. There can be no assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated on the terms described herein or at all. Because the LOI does not obligate the parties to consummate the transaction and its economic terms remain preliminary, the Company has not recognized any financial statement impact related to the LOI as of the date these financial statements were available to be issued.