NOTE 15 - SUBSEQUENT EVENTS

On February 12, 2025, at the Company’s annual meeting of stockholders, stockholders approved and adopted an amendment to the Certificate of Incorporation to effectuate a reverse stock split of the Company’s outstanding shares of common stock, at a ratio of no less than 1-for-2 and no more than 1-for-200, with such ratio to be determined by the Board in its sole discretion. On August 21, 2025, the Board approved the 1-for-52 Reverse Split. On January 12, 2026, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to effectuate the Reverse Split. The Certificate of Amendment was effective for state law purposes at 4:00 p.m. ET on January 22, 2026, after the close of trading on the OTCQB, such that the Company’s common stock began trading on a post-Reverse Split basis at market open on January 23, 2026.

On January 16, 2026, the Company filed a Certificate of Correction to correct a scrivener’s error in the Certificate of Amendment. The Certificate of Amendment indicated that any fractional shares resulting from the Reverse Split would be rounded “to the nearest whole share” of common stock, rather than providing that any fractional shares would be rounded “up to the nearest whole share” of common stock, as the Company intended.

Accordingly, at 4:00 p.m. ET on January 22, 2026, after the close of trading on the OTCQB, each 52 shares of issued and outstanding Pre-Split Common Stock was automatically, and without any action on the part of the holder thereof, reclassified such that each 52 shares of Pre-Split Common Stock became one share of common stock, with any resulting fractional shares common stock being rounded up to the nearest whole share of common stock. The Company’s common stock began trading on a post-Reverse Split basis at market open on January 23, 2026.

The Reverse Split had no effect on our authorized number of shares of common stock, par value of common stock, total assets, total liabilities or stockholders’ equity. We restated our common shares outstanding (shares and amount) and the value of our APIC to reflect the number of shares outstanding after the Reverse Split.

On January 23, 2026, in connection with the rounding up of fractional shares resulting from the Reverse Split, the Company issued an aggregate of 20,494 shares of common stock. Of this amount, 397 shares of common stock were issued to to stockholders of record and 20,097 shares of common stock were issued to CEDE & Co.

The Company has evaluated events through February 17, 2026, the filing date of this Quarterly Report on Form 10-Q and determined that there have been no additional subsequent events that occurred that would require adjustments to our disclosures in the unaudited condensed consolidated financial statements.