[1]

On June 30, 2026, the Company entered into separate agreements with Mr. Ram Mukunda, Chief Executive Officer, and Ms. Claudia Grimaldi, Vice-President & Chief Compliance Officer (Principal Financial Officer), to settle amounts owed to them aggregating $1,154,210 in shares of common stock at $0.27 per share. The agreements were approved in advance by the independent directors and the Audit Committee, with each officer recused. The amounts consisted of (i) accrued bonus and compensation of $586,467 and (ii) loans, credit card advances and accrued interest of $567,743. During the three months ended September 30, 2026, the Company settled the accrued bonus and compensation by issuing 2,172,100 shares of common stock under the Company’s 2018 Omnibus Incentive Plan. As of September 30, 2026, the 2,102,753 shares for the loans, advances and accrued interest had not been issued, and $567,743 was presented in stockholders’ equity as common stock subscribed but not yet issued. When issued, these shares will be restricted securities issued in reliance on Section 4(a)(2) of the Securities Act. See Note 17.

[2]

On April 10, 2026, the Company entered into a Securities Purchase Agreement (the “FirstFire Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which the Company issued a promissory note (the “FirstFire Note”) with a principal amount of approximately $346 thousand, maturing on April 16, 2027. The FirstFire Note was issued with an original issue discount of approximately $39 thousand and debt issuance costs of approximately $5 thousand, resulting in net proceeds of approximately $302 thousand. On June 18, 2026, the Company and FirstFire entered into Amendment #1 to the FirstFire Purchase Agreement and the FirstFire Note, which deemed the issue date of the FirstFire Note to be April 14, 2026, and extended the maturity date, the monthly payment dates, and the prepayment periods by six calendar days, resulting in a maturity date of April 16, 2027. Amendment #1 was filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

[3]

During the nine months ended September 30, 2026, the Company executed two separate Securities Purchase Agreements with Vanquish Funding Group Inc. and issued two separate promissory notes to VFG with aggregate principal of approximately $591 thousand, maturing in February and March 2027, respectively, namely VFG-1 and VFG-2. The VFG Notes were issued with an aggregate original issue discount of approximately $77 thousand and aggregate debt issuance costs of approximately $44 thousand, resulting in net proceeds of approximately $470 thousand.

[4]

On June 11, 2020, the Company received an Economic Injury Disaster Loan (“EIDL”) for approximately $150 thousand at an annual interest rate of 3.75%. The Company must pay principal and interest payments of $731 every month beginning September 5, 2021. The SBA will apply each installment payment first to pay interest accrued to the day the SBA receives the payment and will then apply any remaining balance to reduce the principal. All remaining principal and accrued interest is due and payable 30 years from the date of the loan. For the nine months ended September 30, 2026, the interest expense and principal payment for the EIDL were approximately $4 thousand and $3 thousand, respectively.

[5]

On February 9, 2026, HH Processors, LLC, a subsidiary of the Company, entered into a loan agreement with ODK Capital LLC (“OnDeck”), pursuant to which the Company received net proceeds of approximately $214 thousand in financing (the “OnDeck Loan”). The OnDeck Loan bears an annual percentage rate of 31.9% and is repayable in accordance with the terms and conditions set forth in the loan agreement, including scheduled periodic payments of approximately $3 thousand per week. The OnDeck Loan matures in August 2027. The proceeds are being used for general working capital and corporate purposes. For the nine months ended September 30, 2026, the interest expense and principal payment for OnDeck were approximately $32 thousand and $81 thousand, respectively.