Note 11 – Promissory Note Receivable

On February 1, 2026, the Company entered into a stock purchase agreement (the “SPA”) with ETTS AI Investment LLC, a Nevada limited liability company (“ETTS AI”), pursuant to which the Company sold its equity interest in GPM and its underlying entities to ETTS AI in exchange for a $2.3 million promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing and payable in full in seven years, may be prepaid at any time, and repayment may be credited from time to time by purchase orders made under a supply and distribution agreement, dated February 1, 2026 (the “Supply and Distribution Agreement”), between the Company, GPM and ETTS AI.

Because the Promissory Note does not bear stated interest and was initially expected to be repaid through credits arising from purchase orders under the Supply and Distribution Agreement, the Company initially recorded the Promissory Note at its face amount. On June 30, 2026, the Company amended the Supply and Distribution Agreement with GPM and, as a result of the amended arrangement, determined that the Promissory Note was expected to be settled in cash within its original contractual term. Accordingly, the Promissory Note was discounted using an annual interest rate of 4.01% over its remaining contractual term of approximately 6.58 years, resulting in a carrying amount of approximately $1.69 million and a discount of approximately $0.5 million. The discount will be accreted to interest income over the remaining term of the Promissory Note using the effective interest method. Because the discount was recognized as of June 30, 2026, no related interest income was recognized during the year ended June 30, 2026.

The Promissory Note is carried at amortized cost and is subject to the current expected credit loss model under ASC 326, Financial Instruments—Credit Losses. The Company evaluates the collectibility of the Promissory Note at each reporting date based on relevant available information, including the debtor’s financial condition, payment history, expected future cash flows, the remaining contractual term of the Promissory Note, and current and reasonably supportable forecasts of economic conditions. As of June 30, 2026, management evaluated the expected credit losses associated with the Promissory Note and concluded that no allowance for credit losses was required based on its assessment of the debtor’s ability and intent to repay the Promissory Note in accordance with its contractual terms.

During the year ended June 30, 2026, pursuant to the Supply and Distribution Agreement, the Company received a principal repayment of $110,847 under the Promissory Note.

As of June 30, 2026, the Promissory Note had a face amount of $2,189,153, an unamortized discount of $499,016, and a net carrying amount of $1,690,137.