NOTE 9 – SUBSEQUENT EVENTS

Subsequent to July 31, 2026, the Company, Tendercard, and Mr. Rosen entered into an Assumption, Indemnification and Pledge Agreement, dated as of September 10, 2026 (the "Assumption Agreement"), addressing the matters described in Note [related-party note]. Under the Assumption Agreement, Mr. Rosen (i) irrevocably assumed, as his own primary obligation, the entire economic obligation of the OnDeck Loan and agreed to pre-fund each weekly remittance from his personal funds so that no Company entity advances any amount; (ii) agreed to indemnify and hold the Company and Tendercard harmless from all liabilities arising out of or relating to the OnDeck Loan and the transfer of proceeds to him; (iii) secured his obligations through a pledge by RMR Management LLC, an entity he controls, of 32,333,334 shares of the Company’s common stock (approximately 31.22% of the 103,580,799 shares of common stock outstanding as of September 15, 2026); and (iv) is obligated to retire, refinance, or otherwise remove the Company entities from the OnDeck Loan no later than June 3, 2027. Mr. Rosen also acknowledged that the transferred proceeds do not reduce and may not be credited against any obligation of the Company to him or to any entity he controls, and reaffirmed his personal guaranty.

Because Mr. Rosen is the Company’s sole director and is a party to the Assumption Agreement, the Company appointed an independent, disinterested representative to review and approve the Assumption Agreement on behalf of the Company and Tendercard. The independent representative reviewed the Assumption Agreement, determined it to be fair to the Company, and approved it, and the Assumption Agreement was executed by Mr. Rosen, RMR Management LLC, and the independent representative. The Company is taking steps to perfect the pledged collateral and to enhance its controls over related-party transactions, as described in Part I, Item 4 (Controls and Procedures).