NOTE 12 – SUBSEQUENT EVENTS

Issuance of Preferred Stock and Warrants

On August 17, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company sold in a private placement (i) 7,000 shares of the Company’s newly designated Series C convertible preferred stock with a stated value of $1,000 per share (the “Series C Preferred Shares”) and (ii) warrants to acquire up to an aggregate of 7,000,000 shares of common stock (the “Series C Warrants”), which resulted in gross proceeds of $7 million. The Series C Preferred Shares will be convertible into shares of the Company’s common stock at the election of the holder at any time at an initial conversion price of $1.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of the Company’s common Stock, or securities convertible, exercisable or exchangeable for common stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company’s ability to settle conversions is subject to certain limitations set forth in the Certificate of Designations of the Series C Preferred Shares (the “Series C Preferred Certificate of Designations”), including a limit on the number of shares that may be issued until the time, if any, that the Company’s stockholders have approved the issuance of more than 19.99% of the Company’s outstanding shares of common stock in accordance with Nasdaq listing standards. The Company has agreed to seek stockholder approval of these matters at a meeting to be held no later than October 31, 2025. Further, the Series C Preferred Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of common stock issuable upon conversion of the Series C Preferred Shares or the Series C Warrants. The Company entered into a Registration Rights Agreement, pursuant to which the Company will be required to file a resale registration statement to register for resale 150% of the conversion shares and of the warrant shares no later than September 16, 2025. The Company will obligated to pay certain liquidated damages to the investors if the Company fails to file the registration statement when required, fails to file or cause the registration statement to be declared effective when required or fails to maintain the effectiveness of the registration statement.

On September 2, 2025, the Company entered into a Securities Purchase Agreement with TNF pursuant to which it agreed to purchase from TNF in a private placement (i) shares of TNF’s newly designated Series H convertible preferred stock (the “TNF Series H Preferred Shares”), convertible into 600,000 shares of TNF’s common stock, par value $0.001 per share (the “TNF Common Shares”), and (ii) warrants to purchase up to 600,000 TNF Common Shares (the “TNF Series H Warrants”) that expire five years from the date that TNF’s stockholders approve the issuance of more than 19.99% of TNF’s outstanding shares of TNF Common Stock in accordance with Nasdaq listing standards (the “TNF Stockholder Approval”), for an aggregate purchase price of $3,000,000. Following the receipt of TNF Stockholder Approval, the TNF Series H Preferred Shares will be convertible into TNF Common Stock (the “TNF Conversion Shares”) at the election of the Company at any time at an initial conversion price of $5.00 (the “TNF Conversion Price”). The TNF Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of TNF Common Stock, or securities convertible, exercisable or exchangeable for TNF Common Stock, at a price below the then-applicable TNF Conversion Price (subject to certain exceptions). TNF’s ability to settle conversions, make dividend make-whole payments by issuing TNF Common Stock and settle warrant exercises, is subject to certain limitations set forth in the Certificate of Designations of the TNF Series H Preferred Shares (the “Series H Preferred Certificate of Designations”), including a limit on the number of shares that may be issued until the time, if any, that the TNF stockholders have approved the issuance of more than 19.99% of the TNF outstanding shares of common stock in accordance with Nasdaq listing standards. TNF has agreed to seek stockholder approval of these matters at a meeting to be held no later than November 16, 2025. Further, each of the Series H Preferred Certificate of Designations and the TNF Series H Warrant contains a 4.99% beneficial ownership limitation.