NOTE 9 - SUBSEQUENT EVENT:

On July 1, 2026, the Company entered into an Exchange and Amendment Agreement with ELOC Holder LLC, pursuant to which the parties amended certain terms of the Common Stock Purchase Agreement, dated September 27, 2025, as described in note 6.

Pursuant to the ELOC Purchase Agreement Amendment, the Company and White Lion agreed to remove the Delisting Purchase Notice Mechanism and replace it with amended purchase notice mechanisms which will allow the Company to more effectively utilize Purchase Notices under the ELOC Purchase Agreement while the Company remains delisted from the Nasdaq Capital Market.

In exchange to the Delisting Penalty fees, the Company agreed to issue to White Lion an aggregate of 9,850,000 Amendment Commitment Securities, comprised of (i) 3,000,000 shares of common stock, (ii) 3,850,000 Amendment Commitment Pre-Funded Warrants and (iii) 3,000,000 Amendment Commitment Common Warrants.

The pre-funded warrants become exercisable upon the earlier of (i) the effectiveness of a reverse stock split or (ii) the approval by the Company’s stockholders of an increase in the Company’s authorized share capital. The common stock purchase warrants become exercisable upon the date the Company’s common stock is listed on an Eligible Market, including the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market.

As part of the transaction, the parties also agreed to terminate the remaining liability for commitment fee under the ELOC Purchase Agreement, and White Lion released the Company from any remaining obligations related to future purchases under the Common Stock Purchase Agreement.