Note 7 – Commitments and Contingencies

In October 2018, the Company entered into a two-year sublease agreement for approximately 3,360 square feet of office space in Orlando, Florida. In August 2020, the Company provided $117,336 in security deposit and entered into a 39-month lease agreement which allowed the Company to expand its office space to 10,080 square feet. On October 31, 2023, we entered into a First Amendment that extended our lease until October 31, 2028 (see Note 8).

On November 15, 2024, the Company’s Chief Operating Officer employment agreement was amended whereby Mr. Savine is eligible to receive a performance bonus payable in cash only in an amount equal to the fair market value of: (i) 112,500 shares; and (ii) 100,000 warrants for Class A common stock exercised on a cashless basis with an exercise price of $2.00 per share. The initial term of the Savine Employment Agreement expired on May 12, 2025. The Savine Employment Agreement automatically renews on a month-to-month basis until either party terminates it. To be eligible for the bonus, Mr. Savine must be continuously employed during the term of the agreement, and the Company must have successfully completed a liquidity event, which may occur after the employment term. A Liquidity Event is defined in the Savine Employment Agreement as either: (i) (a) a merger, consolidation, reorganization, or business combination; or (b) a sale or other disposition of all or substantially all of our assets in any single transaction or series of related transactions; or (ii) (a) a primary offering of our Class A common stock by us to the general public through an effective registration statement filed with the SEC; (b) simultaneous listing of our Class A common stock on any established stock exchange if such common stock was not already listed at the time of such offering; and (c) we receive net proceeds from the offering of not less than $20 million. If Mr. Savine becomes eligible for the bonus, it will be paid to him no later than five days after the later of: (a) the end of the initial term and (b) a liquidity event.

As of June 30, 2026, no liability was recorded within the balance sheets for contingent consideration as the contingency is not probable such that an amount has not been estimated. 

Legal Matters

The Company is involved in various legal proceedings arising in the ordinary course of its business. Michael A. Saracco (“Saracco”), a current shareholder of the Company, has initiated multiple proceedings against the Company and certain of its officers, directors and other parties relating principally to alleged investment and contractual matters involving the Company. The proceedings are in various stages of litigation and seek monetary, injunctive and other relief. In one of the proceedings, Saracco seeks monetary damages in excess of $2 million, including a claim for civil theft under Florida law seeking treble that amount of damages. The Company denies Saracco’s claims and, in consultation with outside legal counsel, believes the claims are without merit and intends to vigorously defend the pending actions.

In addition, the Company has been named as a defendant in litigation initiated by George Davison and related parties. The claims arise from alleged transactions and activities involving certain current and former officers, directors, investors and affiliated parties. Although the Company has been named in the action, management believes the allegations directed toward the Company are limited and that the claims against the Company are without merit.

Management, after consultation with outside legal counsel and consideration of the current status of the proceedings, believes that the likelihood of an unfavorable outcome resulting in a loss to the Company with respect to these matters is remote. Accordingly, no liability has been recorded in the accompanying consolidated financial statements related to these matters. Because litigation is inherently uncertain, the Company cannot predict the ultimate outcome of these proceedings.