NOTE [8] – COMMITMENTS AND PENDING TRANSACTIONS 

Business Combination Agreement. On July 22, 2026, the Company entered into a Business Combination Agreement with Westin Acquisition Corp., a Cayman Islands exempted company (“Westin”), and First Choice Acquisition Corp., a wholly owned subsidiary of Westin (“Merger Sub”). Pursuant to the Business Combination Agreement, Westin will domesticate as a Nevada corporation to be named Wellgevity 360, Inc. (“PubCo”), and Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of PubCo. The Business Combination values the Company at an equity value of up to approximately $650 million, payable in shares of PubCo common stock. In connection with the Business Combination, certain investors agreed to purchase at closing PubCo preferred stock with an aggregate stated value of $12,500,000 for an aggregate purchase price of $10,000,000. Either party may terminate the Business Combination Agreement if the closing has not occurred by March 31, 2027, subject to automatic extension to April 30, 2027 in certain circumstances. The Business Combination remains subject to customary closing conditions, including effectiveness of a registration statement, stockholder approvals and the substantially simultaneous consummation of the Pointe Med acquisition described below, and has not been consummated. 

Pointe Med Acquisition. On July 22, 2026, the Company entered into an Amended and Restated Stock Purchase Agreement with Gary C. Bernard, M.D. to acquire all of the equity interests of Pointe Medical Services, Inc., Pointe Med Pharmacy, Inc., Livewell MD, Inc. and Live Well Drugstore, LLC. The maximum aggregate purchase price is $21,306,000, consisting of a $7.0 million cash closing payment (reduced by $300,000 of purchase price advances paid by the Company), a $3.0 million deferred cash payment, approximately $4,306,000 of assumed indebtedness, $6.0 million in shares of PubCo common stock and a contingent $1.0 million performance bonus, subject to working capital adjustment. Closing is conditioned upon, among other things, consummation of the Business Combination and the availability of the related financings, and the agreement may be terminated if closing has not occurred within 120 days after July 22, 2026, subject to extension to no later than 180 days after that date. 

Withdrawal of Registration Statement. On September 15, 2026, the Company applied to withdraw its Registration Statement on Form S-1 (File No. 333-279357), having determined not to proceed with the proposed initial public offering. No securities were sold under the Registration Statement.