RenX Enterprises Corp.

RenX Enterprises Corp. (the “Company” or “RenX”) is a vertically integrated, full-service operator in the engineered soils and organic recycling industry, operating through Resource Group US Holdings LLC (“Resource Group”), which the Company acquired in June 2025 in a transaction that marked a significant strategic shift in the Company’s core business. The Company, through its subsidiaries, centers its operations on the transformation of targeted organic green waste materials into environmentally friendly soil and mulch products. Through its subsidiary, Zimmer Equipment Inc. (“ZEI”), the Company provides comprehensive waste logistics and collection services for its own products as well as for products of third parties through ZEI’s owned fleet of high-capacity transportation equipment and third-party contractors engaged by ZEI. ZEI offers year-round collection and disposal services through high-capacity grapple trucks, open-top walking floor trailers, and variable-sized containers serving green waste generators, landscaping companies, golf courses, communities, and municipalities. Resource Group works with ZEI to streamline operations by internalizing certain transportation services, reducing over-the-road mileage, lowering disposal costs, and maximizing efficiency. The Company also continues to seek to monetize its legacy real estate assets and joint venture interests.

The Company is a Delaware corporation, originally formed in 2021 under the name SGB Development Corp. to engage in real property development using purpose-built, prefabricated modules constructed from both wood and steel. From its inception through 2023, the Company’s operations primarily focused on the acquisition, entitlement, and development of residential properties in high-growth markets across the United States, including direct acquisitions of land, strategic investments in real estate entities, and joint venture partnerships targeting green, single-family and multifamily housing projects. In 2023 and early 2024, the Company expanded that strategy by investing in real estate-related artificial intelligence (“AI”) technologies and entering into additional joint ventures in the Southern Texas market aimed at developing sustainable single-family housing. Following the strategic shift described above, the Company is no longer pursuing real estate-related AI activities, and the Company has announced plans to monetize its legacy real estate holdings by selling properties where third-party appraisals indicate meaningful value appreciation, with proceeds to be reinvested in its current operations. In December 2025, the Company changed its name to RenX Enterprises Corp. to reflect its new strategic direction.

The Company operates in three segments: compost sales, logistics, and real estate development

Going Concern

The Company began operations during 2021 and has incurred net losses since inception and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. As of June 30, 2026, the Company has an accumulated deficit of $49,760,186, and negative working capital of $18,211,980. The Company has funded its operations through bridge note financing, project level financing, and the issuance of its equity and debt securities. The above conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has initiated a strategic monetization of its legacy real estate properties, which may yield additional financing proceeds to fund operations, however there is no assurance that the Company will be successful in achieving its objectives.

Reverse Stock Split

On October 8, 2024, the Company effected a 1-for-20 reverse stock split of its then-outstanding common stock (“2024 Stock Split”).

On March 26, 2026, the Company effected a second 1-for-20 reverse stock split of its then-outstanding common stock (“2026 Stock Split”).

All share and per share amounts set forth in the condensed consolidated financial statements of the Company have been retroactively restated to reflect the 2024 Stock Split and 2026 Stock Split as if they had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods presented in this Quarterly Report on Form 10-Q for the six months ended June 30, 2026 have been adjusted to reflect the reverse stock splits effected in October 2024 and March 2026.

Basis of presentation and principles of consolidation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited condensed consolidated financial statements and notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on April 1, 2026. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, LV Peninsula Holding, LLC (“LV Holding”), MyVonia Innovations LLC (“MyVonia LLC”), Resource Group, Resource Group US LLC (“Resource”), Zimmer Equipment Inc. (“ZEI”) and ETS Realty 1, LLC (“ETS”), as well as Sugar Phase I LLC (“Sugar Phase”) and Pulga Internacional LLC (“Pulga”) (until the time of deconsolidation).

Recently adopted accounting pronouncements — New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate.

Accounting estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates.

Revenue recognition — The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five steps in accordance with its revenue policy:

The revenue the Company has generated has resulted primarily from the sale of materials (compost, engineered soils, and mulch) as well as the collection and disposal services of waste, which at times, is produced into saleable materials. Such revenue is recognized at the point in time when control of the product transfers to the customer, which typically occurs upon delivery or customer pickup at the Company’s facility. For revenue from commissions related to residential real estate purchased and sales transactions, the Company applies recognition of revenue when the customer obtains control over such service, which is at a point in time.

Revenue from the sale of materials amounted to $1,048,773 and $425,197, and revenue from logistics, collection and disposal services provided by ZEI amounted to $3,207,133 and $977,314, for the three months ended June 30, 2026 and 2025, respectively.

Revenue from the sale of materials amounted to $1,996,735 and $425,197, and revenue from logistics, collection and disposal services provided by ZEI amounted to $6,217,295 and $977,314, for the six months ended June 30, 2026 and 2025, respectively. Revenue from commissions amounted to $0 and $18,170 for the six months ended June 30, 2026 and 2025, respectively.

Accounts receivable and allowance for credit losses — Accounts receivable are receivables generated from sales to customers. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. The Company recognizes accounts receivable at invoiced amounts.

The Company adopted ASC 326, Current Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected credit loss model. The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions.

The allowance for credit losses reflects the Company’s best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from the Company’s estimates and could be material to its consolidated financial position, results of operations, and cash flows. As of June 30, 2026 and December 31, 2025, the Company’s allowance for credit losses amounted to $145,788 and $160,075, respectively.

Inventory — Inventory consists of dirt, sand, mulch and compost. The Company’s inventory is valued at the lower of cost (first-in, first-out method) or net realizable value, and consists of all finished goods. As of June 30, 2026 and December 31, 2025 there was inventory of $796,641 and $1,078,610, respectively.

Variable Interest Entities — The Company accounts for certain legal entities as variable interest entities (“VIE”). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change.

*Investment Entities —*The Company obtained a 50% membership interest in Norman Berry II Owner LLC (“Norman Berry”). The purpose of the investment in Norman Berry is to develop and provide affordable housing in the Atlanta, Georgia metropolitan area. The Company has determined it is not the primary beneficiary of Norman Berry and thus does not consolidate Norman Berry’s activities in its financial statements. The Company uses the equity method to report Norman Berry’s activities as an investment in its condensed consolidated financial statements. As of June 30, 2026 the Company continued to hold a 50% interest in Norman Berry. During the six months ended June 30, 2026, the Company contributed an additional $21,300 for its investment. The Norman Berry partnership recently obtained final city council and entitlement approval for the project. The next step involves completing the consolidation of the various lots into a single parcel, and the Company’s development team and surveyors are preparing the required documentation and submittals for city review and approval. Survey documents reflecting the approved M-I zoning designation are expected to be submitted to the city’s Planning Department for administrative review to obtain final parcel-map approval.

During the six months ended June 30 2026 and 2025, Norman Berry did not have any material earnings or losses as the investments are in development. In addition, management believes there wasno impairment as of June 30, 2026 and December 31, 2025.

*Property, plant and equipment —*Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Repairs and maintenance are charged to expense when incurred. Included in property, plant and equipment, are recoverable reserves acquired in connection with the Resource acquisition described below. Such reserves represent the approximately 9 million tons of entitled sand reserves on the land obtained in connection with the Resource acquisition as well. The estimated amount was based on third-party engineering and appraisal reports. Cost depletion on these depletable reserves is based upon units-of-production.

Intangible assets — Intangible assets consist of $22,210 of website costs that will be amortized over 5 years, $5,458,400 of trade name that will be amortized over 15 years, and $6,368,100 of a license agreement that will be amortized over 10 years which is the life of the license.

Project Development Costs — Project development costs are stated at cost. At June 30, 2026 and December 31, 2025, the Company’s project development costs are expenses incurred related to development costs on various projects that are capitalized during the period the project is under development.

Fair value measurements — Financial instruments, including accounts payable and accrued expenses are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. The short-term notes payable are carried at cost which approximates fair value due to corresponding market rates. Financial instruments, such as derivative liabilities are measured at fair value at each reporting date (see Note 6 for additional information).

Derivative liability — The Company evaluates all features contained in financing agreements to determine if there are any embedded derivatives that require separate accounting from the underlying agreement under ASC 815 – Derivatives and Hedging. An embedded derivative that requires separation is accounted for as a separate liability or asset from the host agreement. The separated embedded derivative is accounted for at fair market value, with changes in fair value recognized in the statements of operations within the other financing costs line item. The Company determined that certain features under the October Private Placement (See Note 10 — Stockholders’ Equity) qualified as an embedded derivative. The derivative was accounted for separately from the underlying Series B Preferred Stock and is accounted for at fair value.

Warrants — The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its condensed consolidated balance sheets. In order for a warrant to be classified in stockholders’ equity, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ equity classification, it is carried on the condensed consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the condensed consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ equity in the condensed consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value.

Income taxes — The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental expenditures, modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income, amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements. The impact of the OBBBA has not had a material impact on the Company’s condensed consolidated financial statements.

*Business Combinations —*The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s condensed consolidated statements of operations. Costs that the Company incurs to complete the business combination are charged to general and administrative expenses as they are incurred.

For acquisitions of assets that do not constitute a business, any assets and liabilities acquired are recognized at their cost based upon their relative fair value of all asset and liabilities acquired.

Recently Issued Accounting Pronouncements - In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period, an entity discloses more information about the components of certain expense captions that is currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its financial statements.

Property and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At June 30, 2026 and December 31, 2025 the Company’s property and equipment, net consisted of the following:

Included in property and equipment is $2,110,471 and $2,110,471 of finance lease right of use assets as of June 30, 2026 and December 31, 2025, respectively.

Depreciation expense for the three months ended June 30, 2026 and 2025 amounted to $555,399 and $143,210, respectively, of which $51,914 and $19,423 related to finance leases, respectively. Depreciation expense for the six months ended June 30, 2026 and 2025 amounted to $1,109,213 and $144,685, respectively, of which $105,947 and $19,423 related to finance leases, respectively.

At June 30, 2026 and December 31, 2025 the Company’s intangible assets consisted of the following:

Amortization expense for the three months ended June 30, 2026 and 2025 amounted to $251,286 and $37,506, respectively. Amortization expense for the six months ended June 30, 2026 and 2025 amounted to $502,272 and $62,510, respectively.

The following table represents the total estimated amortization of intangible assets for the succeeding years:

As of June 30, 2026, the Company’s investment in Norman Berry amounted to $849,740. As of December 31, 2025, the Company’s investment in Norman Berry amounted to $828,440. The financial position of the Company’s equity-based investments are summarized below as of June 30, 2026 and December 31, 2025:

The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

The Company uses three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities.

Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There have been no changes in Level 1, Level 2, and Level 3 and no changes in valuation. The fair value of the Company’s derivative liability was determined using significant unobservable measures and therefore classified as Level 3. The Company does not have any financial instruments in the Level 1 or Level 2 category.

The table below shows the inputs used to determine the fair value of the derivative liability:

The following table sets forth a summary of the change in the fair value of the derivative liability that are measured at fair value on a recurring basis for the six months ended June 30, 2026

The following outlines the Company’s Notes Payable and Notes Payable – Related Party. Any related party notes payable are noted as such.

LV Note

On April 3, 2024, LV Holding, entered into a Modification and Extension Agreement, effective as of April 1, 2024 (the “Extension Agreement”), to extend to April 1, 2025 the maturity date of a promissory note in the amount of $5,000,000 (the “LV Note”). As consideration for the Extension Agreement, LV Holding agreed to pay an extension fee of $50,000. Additionally, the Extension Agreement provided for the LV Note’s interest rate to be increased to a fixed rate of 17.00%. In addition, pursuant to a loan agreement dated April 3, 2024 (the “2nd Lien Loan Agreement”), LV Holding issued a promissory note, in the principal amount of $1,000,000 (the “2nd Lien Note”), secured by a revised Deed of Trust and Security Agreement, dated April 3, 2024 (the “Revised Deed of Trust”) on the Company’s Lago Vista site, and a Modification to Real Estate Mortgage, dated April 3, 2024 (“Mortgage Modification”), to the mortgage, dated March 30, 2023, on the Company’s McLean site in Durant, Oklahoma. The 2nd Lien Note is subordinate to the LV Note. The 2nd Lien Note required monthly installments of interest only at a fixed rate of 17.00%, had a maturity date of April 1, 2025 and could be prepaid by LV Holding at any time without interest or penalty. LV Holding’s obligations under the 2nd Lien Note were guaranteed by the Company pursuant to a Guaranty, dated April 3, 2024.

The Company and Norman Berry entered into a Restructuring and Collateral Agreement, dated January 6, 2026 and effective as of December 31, 2025 (the “Restructuring Agreement”), with an institutional investor relating to the outstanding promissory note in the principal amount of approximately $7.0 million issued by LV Holding and secured by the Company’s Lake Travis project site in Lago Vista, Texas (the “Lago Vista Property”). Pursuant to the Restructuring Agreement, among other things: (i) LV Holding delivered a Deed in Lieu of Foreclosure conveying title to the Lago Vista Property to the lender in exchange for the lender’s agreement to conditionally extinguish $5.0 million of the outstanding note; (ii) LV Holding entered into a Loan Modification Agreement, dated December 31, 2025, securing the remaining $2.0 million balance of the outstanding note with the Company’s property in Durant, Oklahoma; (iii) LV Holding issued a conditional promissory note, dated January 6, 2026 (the “New LV Note”), in the principal amount of $5.0 million, which will automatically become effective on or before the date that is 24 months after its execution if the development, construction, flood-plain remediation and all material improvements to the Lago Vista Property have not been substantially completed in accordance with the agreed project plan or the entire outstanding indebtedness owed to the lender is not paid, and which, upon effectiveness, would bear interest at a rate of 13.50% per annum, provide for interest-only payments for 12 months and mature on December 1, 2028; and (iv) the Company pledged its 50% membership interest in Norman Berry to the lender as collateral (which membership interest also serves as alternative collateral under the New BCV Loan Agreement) and granted the lender a security interest in a $209,333 promissory note executed by Norman Berry payable to the Company. Upon a sale of the Lago Vista Property by the lender, the Company is entitled to receive 70% of any net sale proceeds in excess of $5.0 million plus any additional new funds provided for finalization of the project, including accrued interest and/or penalties.

BCV

On November 10, 2025, the Company entered into a new Loan Agreement (the “New BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV Renew Earth (“BCV Renew Earth”), for up to $5,000,000 in proceeds, under which it initially received $2,000,000. The New BCV Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on May 10, 2027. The New BCV Loan Agreement is secured primarily by the Company’s property in Durant, Oklahoma and its 50% membership interest in Norman Berry as alternative collateral, to be used only if the note is in default (that membership interest is also pledged to the lender under the Restructuring Agreement relating to the Lago Vista Property). As of June 30, 2026, the principal balance amounted to $3,583,400.

1800 Diagonal

Between April and December 2025, the Company issued five promissory notes to 1800 Diagonal Lending LLC (“1800 Diagonal”), the Fifth through Ninth 1800 Diagonal Notes, in an aggregate original principal amount of $626,500, each issued at an original issue discount and payable in scheduled monthly installments. As of June 30, 2026, all five notes had been repaid in full and no principal balance remained outstanding. The terms of these notes are described in the Company’s 2025 Annual Report on Form 10-K.

Between December 2025 and June 2026, the Company issued three promissory notes in favor of 1800 Diagonal in the aggregate principal amount of $487,310 for a total purchase price of $421,488, representing an original issue discount of $65,822. Under the terms of the notes, the Company is required to make monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment on set dates , with the final maturity date being December 2026. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. In connection with these notes, the Company incurred $22,000 in debt issuance costs.

As of June 30, 2026 the total principal balance of 1800 Diagonal Notes amounted to $368,093.

Cedar

On March 13, 2025, the Company entered into a Cash Advance Agreement (the “Cedar Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which the Company sold to Cedar $750,000 of its future receivables for a purchase price of $610,000 less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $49,900. Pursuant to the Cedar Cash Advance Agreement, Cedar is expected to withdraw $15,000 a week directly from the Company until the $750,000 due to Cedar is paid in full. In the event of a default (as defined in the Cedar Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cedar Cash Advance Agreement. As of June 30, 2026, the principal balance amounted to $318,274.

On April 27, 2026, the Company refinanced a portion of its remaining obligations to Cedar by entering into a new Cash Advance Agreement (the “Cedar April 2026 Agreement”), pursuant to which the Company sold to Cedar $118,915 of its future receivables for a purchase price of $85,000, less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $80,000. Pursuant to the Cedar April 2026 Agreement, Cedar is expected to withdraw $3,716 a week directly from the Company until the $118,915 due to Cedar is paid in full. In the event of a default (as defined in the Cedar April 2026 Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cedar April 2026 Agreement. As of June 30, 2026, the principal balance amounted to $61,093.

Resource Group Note – Related Party

On June 2, 2025, the Company entered into an Amendment (the “Amendment”) to the Membership Interest Purchase Agreement, dated February 25, 2025 (the “Resource Group MIPA”), with Resource Group US Holdings LLC, a Florida limited liability company (“Resource Group”), and the members of Resource Group (the “Equityholders”). The Amendment altered the consideration to be paid by the Company to the Equityholders in connection with the purchase of 100% of the membership interests of Resource Group. Pursuant to the Amendment, the purchase price for the membership interests of Resource Group included, amongst other things, $480,000 in principal amount of unsecured 6% promissory notes due on the first anniversary of the closing; the full consideration for the acquisition is described in Note 8 — Business Combination and Acquisition of Assets. No default under this note has been declared and the Company is in the process of documenting an exchange of this debt for equity.

As of June 30, 2026, the principal balance amounted to $480,000.

Boot Capital

On December 15, 2025, the Company issued a promissory note (the “Boot Capital Note”) in favor of Boot Capital LLC in the principal amount of $87,750 for a purchase price of $75,000, representing an original issue discount of $12,750. Under the terms of the Boot Capital Note, beginning on January 15, 2026, the Company is required to make four monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $14,874, thereafter the monthly payments will decrease to $7,933 for five payments. The Company has the right to accelerate payments or prepay in full at any time with no prepayment penalty. As of June 30, 2026, the principal balance amounted to $19,995.

Sixth Borough Partners

On October 8, 2025, the Company issued a promissory note (the “Sixth Borough Note”) in favor of Sixth Borough Partners LLC in the principal amount of $250,000. The note did not bear interest, and the principal amount was due and payable on the sixth month anniversary of the issuance date, or the date of a qualified financing event as defined in the note. As of June 30, 2026, there was no outstanding principal balance.

Peak One

On January 16, 2026, the Company entered into a Securities Purchase Agreement, dated January 16, 2026 (the “Peak One Agreement”), with an institutional investor (the “Peak Investor”), pursuant to which the Company received from the Peak Investor a debenture in the principal amount of $310,000 in a private placement offering. The Debenture was sold to the Peak Investor for a purchase price of $250,000, representing an original issue discount of eight percent (8%). The Company paid an additional $7,500 in fees related to the issuance of this debt. The Peak Debenture matures twelve months from its date of issuance and bears interest at a rate of 10% per annum payable on the maturity date. As of June 30, 2026, there was no outstanding principal balance.

February 2026 Private Placement

On February 12, 2026, the Company entered into a securities purchase agreement (the “February 2026 Purchase Agreement”) with institutional investors for the issuance and sale in a private placement transaction (the “February 2026 Private Placement”) of Senior Convertible Notes (“February 2026 Notes”) in the principal amounts of $1,275,000, $3,825,000 and $942,985, respectively. The February 2026 Notes bear interest at a rate of 12% per annum, will mature 13 months from the date of issuance and, without taking into account any accrued and unpaid interest, are initially convertible, at the option of the holder, into an aggregate of 1,075,264 shares of the Company’s common stock at a conversion price of $5.62 per share (the “February 2026 Conversion Price”). In connection with the February 2026 Private Placement, the Company also issued the purchasers warrants (collectively, the “February 2026 Warrants”) to purchase an aggregate of 1,937,600 shares of common stock (which is equal to the face value of the February 2026 Notes divided by the exercise price of the February 2026 Warrants), of which (i) February 2026 Warrants to purchase 1,075,264 shares of common stock (the “First February 2026 Warrants”) are exercisable immediately upon issuance and (ii) February 2026 Warrants to purchase 862,335 shares of common stock (the “Second February 2026 Warrants) cannot be exercised by the purchasers unless and until stockholder approval (as set forth in the February 2026 Purchase Agreement) is obtained. The First February 2026 Warrants will have a term of six years from the date of issuance and will be exercisable at a price of $3.1188 per share of common stock, and the Second February 2026 Warrants will have a term of six years from the date that stockholder approval is obtained and will be exercisable at a price of $3.1188 per share of common stock.

The February 2026 Private Placement closed on February 17, 2026. The net proceeds to the Company from the February 2026 Private Placement were approximately $5.4 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company and excluding any deductions for make whole payments made to certain of the purchasers.

The February 2026 Notes mature 13 months from their date of issuance (subject to extension under certain circumstances), bear interest at a rate of 12% per annum, and are payable in ten monthly installments in an amount equal to 110% of (i) 1/10th of the principal of the February 2026 Notes (ii) plus accrued interest, with the first installment due and payable on the earlier of 180 days from the closing date or 90 days following the date that the February 2026 registration statement required to be filed by the Company with the SEC pursuant to the registration rights agreement entered into with the purchasers in connection with the February 2026 Private Placement is declared effective by the Securities and Exchange Commission (the “SEC”). The February 2026 Notes are unsecured and are senior to all other indebtedness of the Company and its subsidiaries, with each February 2026 Note ranking pari passu with all other February 2026 Notes.

The February 2026 Notes are convertible, at the option of the holder, at any time after the date of issuance, into that number of shares of common stock equal to the principal amount of the February 2026 Notes, plus all accrued and unpaid interest and late charges and any other unpaid amounts, at the February 2026 Conversion Price of $5.62 per share, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events. The holders of the February 2026 Notes are prohibited from converting the February 2026 Notes into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the option of the holder,9.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such exercise.

The February 2026 Notes are redeemable by the Company at any time, at the Company’s option, in whole or in part, at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any.

The February 2026 Notes contain customary events of default. If an event of default occurs, from and after the occurrence, and during the continuance of, an such event of default, the interest rate of the February 2026 Notes shall automatically increase to 18% per annum until such event of default is cured. Additionally, if an event of default occurs, the holders of outstanding February 2026 Notes may, regardless of whether such event of default has been cured, require the Company to redeem all or any portion of the outstanding February 2026 Notes at a price equal to the greater of (i) the product of (A) the value of the February 2026 Notes to be redeemed multiplied by (B)110% and (ii) the product of (X) the value of the February 2026 Notes to be redeemed, divided by the February 2026 Conversion Price, multiplied by (Y) the product of (1)110% multiplied by (2) the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment.

April 2026 Private Placement

On April 30, 2026, the Company entered into a securities purchase agreement (the “April 2026 Purchase Agreement”) with certain institutional investors related to a tranched private placement transaction (the “April 2026 Private Placement”) of Senior Convertible Notes (“April 2026 Notes”) and warrants (the “April 2026 Warrants”) to purchase shares of common stock as more particularly set forth below. Pursuant to the April 2026 Purchase Agreement, the Company (i) issued and sold to the purchasers, at the initial closing on May 4, 2026 (the “Initial Closing”), April 2026 Notes in the aggregate principal amount of $6,300,000 (the “Initial April 2026 Notes”) and warrants (the “Initial April 2026 Warrants”) to purchase an aggregate of 3,917,099 shares of common stock (which is equal to 180% of the face value of the Initial April 2026 Notes divided by $2.895 (the “Initial April 2026 Conversion Price”)), (ii) agreed to issue and sell to the purchasers, at a second closing (the “Second Closing”), April 2026 Notes in the aggregate principal amount of $6,700,000 (the “Second April 2026 Notes”) and Warrants (the “Second April 2026 Warrants”) to purchase an aggregate of 4,165,805 shares of common stock (which is equal to 180% of the face value of the Second April 2026 Notes divided by the Initial April 2026 Conversion Price), such issuance to occur promptly after effectiveness of a registration statement (the “Initial April 2026 Registration Statement”) registering the shares of common stock issuable upon conversion of the Initial April 2026 Notes (the “Initial April 2026 Conversion Shares”) and the Second April 2026 Notes (the “Second April 2026 Conversion Shares”), in each case calculated based on the Initial April 2026 Conversion Price, and the shares of common stock issuable upon exercise of the Initial April 2026 Warrants (the “Initial April 2026 Warrant Shares”) and the Second April 2026 Warrants (the “Second April 2026 Warrant Shares”); and (iii) agreed to sell and issue to the purchasers additional April 2026 Notes in the aggregate principal amount of up to $87,000,000 (the “Additional April 2026 Notes”) and April 2026 Warrants (the “Additional April 2026 Warrants”) to purchase an aggregate of 54,093,267 shares of common stock (which is equal to 180% of the principal amount of the Additional April 2026 Notes that are issued, divided by the Initial April 2026 Conversion Price (the “Additional April 2026 Warrant Shares”)), such issuances of Additional April 2026 Notes and Additional April 2026 Warrants to be at additional closings (each, an “Additional Closing”) from time to time as determined by the purchasers and the Company, subject to mutual consent to such sales and issuances and certain conditions being met.

The Initial Closing of the April 2026 Private Placement occurred on May 4, 2026 (the “Initial Closing Date”). The net proceeds to the Company from the Initial Closing of the April 2026 Private Placement was approximately $5.7 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company. The Second Closing shall occur promptly after effectiveness of the Initial April 2026 Registration Statement registering the Initial April 2026 Conversion Shares and the Second April 2026 Conversion Shares, in each case calculated based on the Initial April 2026 Conversion Price, and the Initial April 2026 Warrant Shares and the Second April 2026 Warrant Shares. The net proceeds to the Company from the Second Closing of the April 2026 Private Placement are expected to be approximately $6.4 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that will be payable by the Company. Pursuant to the April 2026 Purchase Agreement, the Company agreed to use the net proceeds from the April 2026 Private Placement, following the Second Closing, for the repayment of February 2026 Notes, in an amount equal to 110% of the outstanding aggregate principal amount of such February 2026 Notes. Subject to the satisfaction of certain closing conditions, including the mutual agreement of the purchasers and us, Additional Closings for an aggregate of up to $87,000,000 may occur from time to time after the Second Closing. There can be no assurance that any Additional Closings will occur. At the Company’s 2026 Annual Meeting of Stockholders held on June 12, 2026, the Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of the shares of common stock issuable upon conversion of the Initial April 2026 Notes, the Second April 2026 Notes and the Additional April 2026 Notes. The Company filed the Initial April 2026 Registration Statement with the SEC on May 15, 2026, and amended it on each of June 22, 2026 and July 13, 2026. The Initial April 2026 Registration Statement was declared effective by the SEC on August 5, 2026. As of the date of this Quarterly Report, neither the Second Closing nor any Additional Closing had occurred, and no February 2026 Notes had been repaid with the proceeds of the April 2026 Private Placement.

The April 2026 Notes mature 12 months from their date of issuance (subject to extension under certain circumstances, bear interest at a rate of 10% per annum, and are payable in full on the maturity date. The April 2026 Notes are unsecured and are senior to all other Indebtedness (as such term is defined in the April 2026 Notes) of the Company and its subsidiaries. The April 2026 Notes contain certain customary and other events of default. If an event of default occurs, from and after the occurrence, and during the continuance of, such an event of default, the interest rate of the April 2026 Notes shall automatically increase to 18% per annum until such event of default is cured. Additionally, if an event of default occurs, the holders of outstanding April 2026 Notes may, regardless of whether such event of default has been cured, require the Company to redeem all or any portion of the outstanding April 2026 Notes at a price equal to the greater of (i) the product of (A) the value of the April 2026 Notes to be redeemed multiplied by (B) 110% and (ii) the product of (X) the value of the April 2026 Notes to be redeemed, divided by the Initial April 2026 Conversion Price, multiplied by (Y) the product of (1) 110% multiplied by (2) the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment.

The April 2026 Notes are initially convertible, at the option of the holder, at any time after the date of issuance, into that number of shares of common stock equal to the principal amount of the April 2026 Notes, plus all accrued and unpaid interest and late charges and any other unpaid amounts, at the Initial April 2026 Conversion Price of $2.895 per share, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events. Subject to the receipt of stockholder approval, the holders of the April 2026 Notes shall have the right, at any time after the later of (i) the date of the receipt of the stockholder approval and (ii) 120 calendar days following the Initial Closing Date, to convert their April 2026 Notes or any portion thereof into shares of common stock (an “Alternate Conversion”) at a conversion price equal to the greater of (x) a floor price of $0.534 (which is equal to 20% of the Nasdaq Minimum Price applicable to the Initial Notes) and (y) 92% of the lowest volume weighted average price in the ten trading days prior to the date of such Alternate Conversion. The holders of the April 2026 Notes are prohibited from converting the April 2026 Notes into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the option of the holder,9.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such exercise.

The Initial April 2026 Notes, without taking into account any accrued and unpaid interest, are initially convertible, at the option of the holder, into an aggregate of 2,176,168 shares of common stock at the Initial April 2026 Conversion Price, which is equal to the Minimum Price (as defined in the rules of The Nasdaq Capital Market) (the “Nasdaq Minimum Price”) at the time of the signing of the April 2026 Purchase Agreement plus $0.225. Assuming that the Initial April 2026 Notes accrue interest at 10% for a period of 12 months, the Initial April 2026 Notes would be convertible into an aggregate of 2,393,784 shares of common stock, based on the Initial April 2026 Conversion Price. The Initial April 2026 Warrants have a term of six years from the date of issuance and are exercisable at a price of $2.67 per share of common stock (the “April 2026 Exercise Price”). The Second April 2026 Notes shall have the same terms as the Initial April 2026 Notes, and, without taking into account any accrued and unpaid interest, will be initially convertible, at the option of the holder, into an aggregate of 2,314,336 shares of common stock at the Initial April 2026 Conversion Price. Assuming that the Second April 2026 Notes accrue interest at 10% for a period of 12 months, the Second April 2026 Notes would be convertible into an aggregate of 2,545,770 shares of common stock, based on the Initial April 2026 Conversion Price. The Second April 2026 Warrants will have a term of six years from the date of issuance and will be exercisable at the April 2026 Exercise Price. The Additional April 2026 Notes, if any, shall have the same terms as the Initial April 2026 Notes, and, without taking into account any accrued and unpaid interest, will be initially convertible, at the option of the holder, into an aggregate of up to 30,051,816 shares of common stock. Assuming that all Additional April 2026 Notes are issued and sold and that such Additional April 2026 Notes accrue interest at 10% for a period of 12 months, the Additional April 2026 Notes would be convertible into an aggregate of 33,056,996 shares of common stock, based on the Initial April 2026 Conversion Price. The Additional April 2026 Warrants, if any, will have a term of six years from the date of issuance and will be exercisable at the April 2026 Exercise Price.

The April 2026 Notes are redeemable by the Company at any time, at the Company’s option, in whole or in part, at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any.

Related Party Note Exchange — Series C Convertible Preferred Stock

On June 9, 2026, the Amended and Restated Promissory Note, dated January 1, 2025, originally issued by the Company to MCS Lending, LLC, a related party, was assigned to Index Equity US, LLC, a related party (the “Debtholder”). On June 11, 2026, the Company entered into an exchange agreement with the Debtholder, which was amended on June 15, 2026 (as amended, the “Exchange Agreement”), pursuant to which the Company exchanged $7,169,072 of principal and accrued interest outstanding under such note for (i)7,169 shares of a newly designated series of Series C Convertible Preferred Stock, par value $0.001 per share “Series C Preferred Stock”), and (ii) a common stock purchase warrant to purchase up to 619,084 shares of common stock, and such note and the indebtedness evidenced thereby were cancelled. Bjarne Borg, a member of the Company’s Board of Directors, is the manager of the Debtholder. The total fair value of the Series C Preferred Stock and warrants issued amounted to $9,384,199 and resulted in the Company recording a loss on exchange transaction of $2,215,127. See Note 10 — Stockholder’s Equity and Note 13 — Related Party Transactions for additional information regarding the terms of the Series C Preferred Stock and the warrant.

As of June 30, 2026 and December 31, 2025, notes payable consisted of the following:

Scheduled maturities of notes payable is as follows for the succeeding years:

For the three months ended June 30, 2026 and 2025, the Company recognized amortization of debt issuance costs and debt discount of $1,553,039 and $265,465, respectively, on all debt outstanding. For the six months ended June 30, 2026 and 2025, the Company recognized amortization of debt issuance costs and debt discount of $1,963,579 and $840,845, respectively, on all debt outstanding. As of June 30, 2026, the unamortized debt issuance costs and discount amounted to $7,074,085.

On June 2, 2025, the Company completed the acquisition of Resource Group. Pursuant to the Amendment, the purchase price for the membership interests of Resource Group was amended to be comprised of (i) $480,000 in principal amount of unsecured 6% promissory notes due on the first anniversary of the closing, (ii) the issuance of restricted shares of the Company’s common stock (the “Closing Shares”) equal to 19.99% of the Company’s outstanding shares of common stock on the date the Resource Group acquisition was executed, which amounted to 376,818 shares of common stock; (iii)1,500,000 shares of non-voting Series A Convertible Preferred Stock (the “Series A Preferred Stock”) which was convertible into 450,000 restricted shares of the Company’s common stock, and (iv) an aggregate of 2,059 additional shares of Company common stock post-closing. In accordance with ASC 805, the Resource Group acquisition is accounted for as a business combination. The Resource Group acquisition was made for the purpose of primarily shifting the Company’s future business.

The purchase consideration amounted to:

The total equity compensation was valued as follows: common stock at the closing price upon acquisition which amounted to $452,182, and the Series A Preferred Stock at a value of $8,780,400 which was calculated at the estimated conversion price of the common stock with a discount for lack of marketability in the amount of 18.7% based upon a Black-Scholes Value method.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed for the Resource Group Acquisition:

The following unaudited pro forma consolidated results of operations for the three months ended June 30, 2025 assume the acquisition Resource Group was completed on January 1, 2024:

The following unaudited pro forma consolidated results of operations for the six months ended June 30, 2025 assume the acquisition Resource Group was completed on January 1, 2024:

Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive.

At June 30, 2026, there were warrants to purchase 6,371,892 shares of common stock outstanding that could potentially dilute future net loss per share.

As of June 30, 2026, the Company had 2,621,925 shares of common stock issued and 2,613,742 shares outstanding.

During the six months ended June 30, 2026, the Company issued 135,107 shares of common stock pursuant to cashless warrant exercises.

During the six months ended June 30, 2026, the Company issued 65,000 shares of common stock for services, with a total value of $178,558, determined based on the closing stock price of the Company’s common stock as of the date of grant.

During the six months ended June 30, 2026, the Company forgave $490,000 of related party debt which has been recorded as an increase to additional paid in capital.

During the six months ended June 30, 2026, the Company issued warrants to purchase 5,854,699 shares of common stock in connection with debt issuances which had a value of $6,350,209, which represented the relative fair value of the warrants issued in conjunction with the debt.

During the six months ended June 30, 2026, in connection with the Exchange Agreement, the Company issued (i)7,169 shares of a newly designated series of Series C Preferred Stock and (ii) a common stock purchase warrant to purchase up to 619,084 shares of common stock. The total fair value of the Series C Preferred Stock and warrants issued amounted to $9,384,199 and resulted in the Company recording a loss on exchange transaction of $2,215,127. The fair value of the preferred shares was measured using a Monte Carlo valuation model and the fair value of the warrants issued was measured using a Black-Scholes Value model.

October Private Placement Agreement

On October 16, 2025, the Company entered into a securities purchase agreement (the “October Purchase Agreement”) with institutional investors for the issuance and sale in a private placement transaction (the “October Private Placement”) of 360,000 shares of a newly designated series of Series B Non-Voting Convertible Preferred Stock (the “Series B Preferred Stock”) convertible at an initial conversion price of $27.20 per share into 330,882 shares of common stock and common warrants (the “October Warrants”) to purchase up to 330,882 shares of common stock, exercisable at an initial exercise price of $27.20 per share, subject, among other things, to adjustment, stockholder approval and certain beneficial ownership limitations set by each holder, for a combined purchase price of $25.00 for each share of Series B Preferred Stock and accompanying October Warrants, which pricing was designed to be in accordance with the Nasdaq Minimum Price requirement. The October Private Placement closed on October 17, 2025. The net proceeds to the Company from the Private Placement were approximately $8 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company.

During the six months ended June 30, 2026,327,261 shares of Series B Preferred Stock were converted into common stock, within the original terms and no gain or loss was recorded. Additionally, during the six months ended June 30, 2026, the Company issued 135,107 shares of common stock from the exercise of October Warrants.

Additionally, the Company recorded a derivative liability associated with certain embedded features in the Series B Preferred Stock. These instruments were classified as liabilities at fair value in accordance with ASC 815 due to their settlement provisions and other contractual terms. See below for a description of the terms of the Series B Preferred Stock. The Company measured its bifurcated embedded derivative liability at fair value on a recurring basis using level 3 inputs. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. The derivative liability was measured using a Monte Carlo valuation model. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. The initial amount of the derivative liability amounted to $3,631,210 and has been recorded as deemed dividend to the preferred shareholders.

Preferred Shares

Series A Preferred Stock – During the six months ended June 30, 2026,908,431 shares of Series A Preferred stock were converted into 272,534 shares of common stock, within the original terms and no gain or loss was recorded. As of June 30, 2026, the Company had 30,416 shares of Series A Preferred stock issued and outstanding. The holders of Series A Preferred Stock are not entitled to receive any dividends or distributions. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series A Preferred Stock are entitled to be paid, with respect to each share of Series A Convertible Preferred Stock then outstanding held by the holder, out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount in cash per share of Series A Preferred Stock equal to the stated value (the amount payable pursuant to this sentence is hereinafter referred to as the “Series A Preferred Liquidation Value”). After payment of the Series A Preferred Liquidation Value as set forth above, the shares of Series A Preferred Stock shall no longer be deemed to be outstanding and the holders thereof shall have no further rights as holders of Series A Preferred Stock. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights; provided, however, as long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series A Preferred Stock, alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation for the Series A Preferred Stock. Subject to, and following, the approval by the Company’s stockholders of the issuance of the Company’s common stock upon the conversion of the Series A Preferred Stock, each share of Series A Preferred Stock shall thereafter be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into six (6) fully paid and nonassessable shares of common stock (the “Series A Preferred Conversion Ratio”) (0.30 per share). Shares of Series A Preferred Stock may not be redeemed by the Company absent the consent of the holder thereof. Redeemed shares of Series A Preferred Stock shall return to the status of and constitute authorized but unissued shares of preferred stock, without classification as to series until such shares are once more classified as a particular series by the Board of Directors pursuant to the provisions of the Company’s certificate of incorporation.

Series B Preferred Stock - As of June 30, 2026, the Company had 550 shares of preferred Series B stock issued and outstanding. Holders of shares of Series B Preferred Stock are entitled to receive, and the Company is obligated to pay, but only out of any funds legally available for the declaration of dividends, annual non-compounding dividends payable at the rate per share (as a percentage of the stated value per share of Series B Preferred Stock) of 9% per annum. Dividends on shares of Series B Preferred Stock accrue and are cumulative from the issuance date and accrue from day to day thereafter for so long as Series B Preferred Stock is outstanding. Dividends may be declared and paid on Series B Preferred Stock when and as determined by the Board of Directors of the Company out of any funds legally available for such purpose. Dividends are payable (i) on each conversion date (with respect only to Series B Preferred Stock being converted), (ii) on each such other date as the Board of Directors of the Company may determine; (iii) upon liquidation and (iv) upon occurrence of a fundamental transaction, in cash or, solely in the event of (i) above, in cash or in duly authorized, validly issued, fully paid and non-assessable shares of common stock (as determined by the Company), (the amount to be paid in shares of common stock, the “Dividend Share Amount Payment”);provided, however, that upon the conversion of Series B Preferred Stock prior to the Mandatory Conversion Date (as defined in the Certificate of Designation for the Series B Preferred Stock), the Company shall also pay to the holders of Series B Preferred Stock so converted, an amount equal to the Make-Whole Amount (as defined in the Certificate of Designation for the Series B Preferred Stock), less the amount of all prior dividends made on such converted Series B Preferred Stock before the relevant conversion date (the “Make-Whole Payment”), payable at the option of the Company, in cash or in duly authorized, validly issued, fully paid and non-assessable shares of common stock. With respect to any Dividend Share Amount Payments and Make-Whole Payments paid in shares of common stock, the number of shares of common stock to be issued to a holder shall be an amount equal to the quotient of (x) the amount of the Dividend Shares Amount and Make-Whole Payment payable to such holder divided by (y) the lower of (a) the conversion price then in effect and (b) the VWAP on the trading day prior to the applicable conversion date (the lower of (a) and (b), the “Dividend Conversion Price”), provided that the Dividend Conversion Price shall not be less than the floor price set forth in the Series B Certificate of Designations (the “Series B Preferred Floor Price”). If the Dividend Conversion Price is lower than the Series B Preferred Floor Price and the Company elects to pay the Dividend Share Amount Payment and Make-Whole Payment in shares of common stock, in addition to the number of shares of common stock payable calculated using the Series B Preferred Floor Price, the Company shall pay the holder an amount in cash equal to the product of (A) any bid price selected by holder for the Company’s common stock as published on Bloomberg within one hour preceding the submission of the conversion notice by the holder, and (B) the difference obtained by subtracting (1) the quotient obtained by dividing (a) the amount of the dividend payable to such holder by (b) the Series B Preferred Floor Price, from (2) the quotient obtained by dividing (x) the amount of the dividend payable to such holder by (y) the Dividend Conversion Price without giving effect to the Series B Preferred Floor Price. As previously disclosed, the Make-Whole Payment has been determined to be a derivative liability.

Upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder shall be entitled to receive the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation (without giving effect for such purposes to the applicable beneficial ownership limitations), subject to the preferential rights of holders of any class or series of capital stock of the Company specifically ranking by its terms senior to the Series B Preferred Stock as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily.

Except as otherwise provided by the Certificate of Designation of the Series B Preferred Stock, or as otherwise required by the law, the Series B Preferred Stock shall have no voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend the Certificate of Designation of the Series B Preferred Stock, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Series Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Series B Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

On the mandatory conversion date, which is the five year anniversary of the issuance date (the “Series B Preferred Mandatory Conversion Date”), all outstanding shares of Series B Preferred Stock and, to the extent that the Company elects to pay dividends in shares of common stock, all accrued but unpaid dividends thereon through and including the Series B Preferred Mandatory Conversion Date shall be automatically converted into shares of common stock at the conversion price of $27.20; provided, however, that to the extent that an automatic conversion would result in a holder and its affiliates exceeding the applicable beneficial ownership limitation, if applicable, then such holder’s Series B Preferred Stock shall not be automatically converted into common stock and shall remain outstanding, and the shares of common stock issuable upon the automatic conversion of Series B Preferred Stock to such extent shall be held in abeyance for such holder until such time or times as conversion of such Series B Preferred Stock would not result in such holder and its affiliates exceeding the beneficial ownership limitation.

Each share of Series B Preferred Stock shall be convertible, at any time and from time to time from and after the issuance date through the Series B Preferred Mandatory Conversion Date, at the option of the holder thereof, into a number of shares of common stock (subject to certain limitations) equal to the sum of (A) the quotient of (i) the aggregate stated value of those shares being converted, divided by (ii) the applicable conversion price, plus (B) to the extent that the Company elects to pay the Dividend Share Amount Payment and Make-Whole Payment in shares of common stock, the quotient of (X) the sum of all accrued but unpaid dividends thereon plus the Make-Whole Payment, divided by (Y) the Dividend Conversion Price. Holders shall effect conversions by providing the Corporation with the form of Notice of Conversion.

Series C Preferred Stock - As of June 30, 2026, the Company had 7,169 shares of Series C Preferred Stock issued and outstanding with a stated value of $1,000 per share. Dividends accrue on outstanding shares of Series C Preferred Stock at the rate of 8% per annum, compounding quarterly and, if dividends are not paid in cash, the rate increases to 9% per annum. Dividends may be paid in cash from any funds legally available for the declaration of dividends, in additional shares of Series C Preferred Stock, or by increasing the stated value on the Company’s books by the amount of the dividend. Dividends are payable as and when the Board of Directors of the Company may determine, upon liquidation and upon occurrence of a Fundamental Transaction (as such term is defined in the Certificate of Designation of the Series C Preferred Stock).

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily, the holders of shares of Series C Preferred Stock will be entitled to receive an amount in cash per share of Series C Preferred Stock equal to 150% of the stated value of such shares prior and in preference to holders of shares of common stock and pari passu with the Company’s Series A Preferred Stock and Series B Preferred Stock.

Each share of Series C Preferred Stock is initially convertible, at the option of the holder thereof, at any time after the Company receives stockholder approval of the conversion thereof, at an initial conversion price of $2.895 per share. The conversion price is subject to standard proportional adjustment for stock dividends, stock splits or similar events, subject to a floor price of $1.50 (the “Series C Preferred Floor Price”). The conversion price is also subject to the full-ratchet style adjustment for dilutive issuances, subject to the Series C Preferred Floor Price and with exempt issuances (as specified in the Certificate of Designations for the Series C Preferred Stock) carved out. If a holder elects to convert following a dilutive issuance that causes the conversion price to be less than the Series C Preferred Floor Price, then the holder would receive the number of shares of common stock based upon the Series C Preferred Floor Price plus a cash true-up. Holders of shares of the Series C Preferred Stock are prohibited from converting shares of Series C Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion, subject to adjustment by the holder to up to 19.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion upon 61 days’ prior notice.

The Certificate of Designation provides that holders of shares of Series C Preferred Stock are entitled to vote on an as-converted basis alongside holders of common stock as a single class, subject to certain limitations. The Company and the Debtholder have contractually agreed that for voting purposes, the number of whole shares of Common Stock into which the shares of Series C Convertible Preferred Stock held are then convertible, the adjustment provisions for dilutive issuances shall be disregarded. In addition, as long as any shares of Series C Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series C Preferred Stock, alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter or amend the Certificate of Designation of the Series C Preferred Stock, authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Series C Preferred Stock, amend its certificate of incorporation in any manner that adversely affects any rights of the holders of Series C Preferred Stock, increase the number of authorized shares of Stock Preferred Stock, declare dividends on or redeem junior securities while accrued dividends remain unpaid, enter into affiliate transactions exceeding $1 million without disinterested director approval or enter into any agreement with respect to any of the foregoing.

The Certificate of Designation provides that holders of Series C Preferred Stock are entitled to redeem their shares after three years at a redemption price equal to 110% of the stated value of such shares, plus accrued and unpaid dividends However, the Company and the Debtholder have contractually agreed that redemptions by the Debtholder are prohibited.. The Company may redeem all or part of the Series C Preferred Stock at any time after the 24-month anniversary of the issuance date by giving the holder at least 30 days’ written notice. The buyback price depends on timing:115% of stated value if redeemed between the 24-month and 36-month anniversaries, and 110% of stated value after the 36-month anniversary, in each case plus accrued and unpaid dividends. In addition, in the event the Company enters into a transaction which results in a change of control of 50% or more of its then outstanding shares of common stock on a fully diluted basis, sells substantially all its assets, or effects a “going-private” transaction such that it is no longer a publicly reporting company, a holder of shares of Series C Preferred Stock will be entitled to redeem its shares at a redemption price equal to the greater of (i) the stated value of such shares, plus all accrued and unpaid dividends or (ii) the as-converted market value of the shares of common stock issuable upon conversion of the shares of Series C Preferred Stock based on the average of the last closing price of the common stock during the five trading days preceding the date of the holder’s redemption notice.

Warrants

In conjunction with the issuance of debentures issued in February and March 2024 to Peak One Opportunity Fund, L.P (“Peak One”), the Company issued warrants to purchase an aggregate of 626 shares of common stock. The warrants each expire five years from their respective date of issuance. The warrants are each exercisable, at the option of the holder, at any time, at an exercise price equal to $1,012.00 per share, subject to adjustment for any stock splits, stock dividends, recapitulations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $156.00. The initial fair value of the Peak Warrants amounted to an aggregate of $124,363 and was recorded as a debt discount at the time of issuance of the debentures, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the issuance of additional debentures issued to Peak One in April and May 2024, the Company issued warrants to purchase an aggregate of 1,313. The warrants each expire five years from their respective date of issuance. The warrants are exercisable, at the option of the holder, at any time, at an exercise price equal to $260.00 per share (in the case of the April 2024 warrants) and $304.00 per share (in the case of the May 2024 warrants), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $156.00). The initial fair value of warrants amounted to an aggregate of $188,074 and was recorded as a debt discount at the time of issuance of the debentures, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the issuance of debentures sold and issued to certain investors (the “Arena Investors”), in August 2024, the Company issued warrants to purchase an aggregate of 3,248 shares of common stock. The warrants each expire five years from their respective date of issuance. The warrants are exercisable, at the option of the holder, at any time, at an exercise price equal to $111.60 per share, subject to adjustment for any stock splits, stock dividends, recapitulations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as described in the warrants. The initial fair value of warrants amounted to an aggregate of $214,267 and was recorded as a debt discount at the time of issuance of the debenture, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the issuance of additional debentures to the Arena Investors in October 2024, the Company issued warrants to purchase an aggregate of 8,545 shares of common stock. The warrants each expire five years from their respective date of issuance. The warrants are exercisable, at the option of the holder, at any time, at an exercise price equal to $69.52 per share, subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as described in the warrants. The initial fair value of warrants amounted to an aggregate of $390,939 and was recorded as a debt discount at the time of issuance of the debenture, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the issuance of additional debentures to the Arena Investors in April 2025, the Company issued warrants to purchase an aggregate of 23,052 shares of common stock. The warrants each expire five years from their respective date of issuance. The warrants are exercisable, at the option of the holder, at any time, at an exercise price equal to $32.43 per share, subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as described in the warrants. The initial fair value of warrants amounted to an aggregate of $170,811 and was recorded as a debt discount at the time of issuance of the debenture, as applicable. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the October Private Placement, the Company issued warrants to purchase an aggregate of 330,882 shares of common stock. The October Warrants were not exercisable until the shareholders of the Company approved the exercise thereof, which approval was obtained on December 8, 2025. The October Warrants will expire two and one-half years following such stockholder approval (the “Termination Date”). In the case of certain Dilutive Issuances (as such term is defined in the October Warrants), the exercise price and the number of shares issuable under the October Warrants will be adjusted; provided, however that the exercise price shall not be adjusted to be below the floor price of $4.84.

In conjunction with the February 2026 Purchase Agreement, the Company issued warrants to purchase an aggregate of 1,937,599 shares of common stock. The warrants each expire six years from their respective date of issuance. The warrants to purchase 1,075,264 shares of common stock (the “First Warrants”) are exercisable immediately upon issuance and (ii) warrants to purchase 862,335 shares of common stock (the “Second Warrants) could not be exercised by the holders until stockholder approval was obtained, which was obtained on June 12, 2026 at the 2026 Annual Meeting. The warrants are exercisable, at an exercise price equal $3.12 per share, subject to adjustment for any stock splits, stock dividends, recapitulations, and similar events. On June 12, 2026 at the 2026 Annual Meeting, the Company received Stockholder Approval and the Second Warrants became exercisable and were deemed to be issued. The initial fair value of the First Warrants and Second Warrants amounted to an aggregate of $1,967,922 and $602,211, respectively, and were recorded as a debt discount at the time of issuance. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

In conjunction with the April 2026 Private Placement, the Company issued warrants (the “Initial April 2026 Warrants”) to purchase an aggregate of 3,917,099 shares of common stock. The Initial April 2026 Warrants have a term of six years from the date of issuance and are exercisable at a price of $2.67 per share of common stock. The initial fair value of the Initial April 2026 Warrants amounted to an aggregate of $3,780,076 and was recorded as a debt discount at the time of issuance. The fair value was calculated using a Black-Scholes Value model, with the following assumptions.

Pursuant to the Exchange Agreement with the Debtholder, the Company issued a common stock purchase warrant to purchase up to 619,084 shares of common stock (the “Exchange Warrants”) to the Debtholder. The Exchange Warrants shall be immediately exercisable upon issuance, have a term of five years from the date of issuance, and be exercisable for shares of common stock at the exercise price of $2.895 per share; provided that the exercise price and number of shares of common stock issuable upon exercise of the Exchange Warrants are subject to customary adjustments pursuant to stock dividends, stock splits or similar events. The initial fair value of the Exchange Warrants amounted to an aggregate of $985,309. The fair value was calculated using a Black-Scholes Value model, with the following assumptions:

Warrant activity for the six months ended June 30, 2026 are summarized as follows:

On February 28, 2023, the Company’s Board of Directors approved the issuance of up to 10,000 shares of the Company’s common stock in the form of incentive stock options, nonqualified stock options, options, stock appreciation rights, restricted stock, or restricted stock units (as amended from time to time, the “2023 Plan”). The 2023 Plan expires February 2033 and is administered by the Company’s Compensation Committee of the Board of Directors. Any employee, director, consultant, and other service provider, or affiliates, are eligible to participate in the 2023 Plan. The maximum number of shares of common stock that may be issued under the 2023 Plan automatically increases on January 1 of each calendar years for a period of ten years commencing on January 1, 2024, by a number of shares of common stock equal to 4.5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, provided, however that the Board of Directors may act prior to January 1 of a given calendar year to provide that the increase for such year will be a lesser number of shares of Common Stock. All available shares may be utilized toward the grant of any type of award under the 2023 Plan. On January 1, 2024,1,148 shares of the Company’s common stock were added to the 2023 Plan pursuant to the evergreen provision. On January 1, 2025,3,339 shares of the Company’s common stock were added to the 2023 Plan pursuant to the evergreen provision. On January 1, 2026,42,204 shares of the Company’s common stock were added to the 2023 Plan pursuant to the evergreen provision. In August 2025, the Company’s Board approved, subject to stockholder approval, an amendment to the 2023 Plan to increase the number of shares authorized for issuance thereunder by 60,000 shares of common stock. Stockholders approved this amendment on September 29, 2025. In May 2026, the Company’s Board approved, subject to stockholder approval, an amendment to the 2023 Plan to (i) increase the number of shares authorized for issuance thereunder by 381,139 shares of common stock, and (ii) increase the total number of shares of common stock with respect to which awards may be granted to any non-employee director in his or her capacity as a non-employee director in any single calendar year by 72,500 shares of common stock. Stockholders approved this amendment on June 12, 2026 at the 2026 Annual Meeting. As of June 30, 2026, there were 473,292 shares of the Company’s common stock available for issuance under the 2023 Plan.

The Company leases various equipment under non-cancellable operating lease agreements. The leases have remaining lease terms ranging from approximatelyone year tosix years. Such leases have been recognized as operating leases.

Supplemental balance sheet information related to leases is as follows:

The Company also leases various equipment under non-cancellable lease agreements, which have been determined to be finance leases. The leases have remaining lease terms ranging from approximatelyone year tosix years.

Supplemental balance sheet information related to leases is as follows:

As the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region.

Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancellable leases, are as follows:

As of June 30, 2026 and December 31, 2025, the Company had $0 and $610,000, respectively, included in accounts payable and accrued expenses related to fees payable to the Company’s Board of Directors. These amounts primarily related to pro-rated cash retainers attributable to the third and fourth quarters of 2024 and the first quarter of 2025. During the six months ended June 30, 2026, the Company’s Board of Directors forgave $490,000 of previously accrued fees, which was recorded as an increase to additional paid-in capital.

As of June 30, 2026 and December 31, 2025, the Company had $2,047,378 and $2,094,833, respectively, due to related parties. These amounts primarily resulted from advances from affiliates of the Company, that are non-interest bearing, and are payable on demand.

As disclosed in Note 7, the Company had notes payable to related parties of $511,749 and $5,562,266 as of June 30, 2026 and December 31, 2025, respectively. During the six months ended June 30, 2026, $7,169,072 of outstanding principal and accrued interest of related party debt was extinguished in connection with the Exchange Agreement.

As disclosed in Note 7, on June 11, 2026, the Company entered into the Exchange Agreement with the Debtholder, a related party, pursuant to which the Company exchanged $7,169,072 of principal and accrued interest outstanding under that Amended and Restated Promissory Note, dated January 1, 2025, for (i)7,169 shares of a newly designated series of Series C Preferred Stock, and (ii) a common stock purchase warrant to purchase up to 619,084 shares of common stock, and such note and the indebtedness evidenced thereby were cancelled. Bjarne Borg, a member of the Company’s Board of Directors, is the manager of the Debtholder. See Note 7 — Notes Payable and Notes Payable – Related Party and Note 10 — Stockholder’s Equity for additional information regarding the terms of the Series C Preferred Stock and the warrant.

The Company incurred consulting fees from Marc Brune, father of Nicolai Brune, Chief Financial Officer, in the amount of $171,844 and $75,000 during the six months ended June 30, 2026 and 2025, respectively.

The Company incurred consulting fees payable to JDB Consulting Services, Inc., a company controlled by James D. Burnham, who served as a member of the Company’s Board of Directors until July 1, 2026, in the amount of $75,000 and $25,000 during the six months ended June 30, 2026 and 2025, respectively. The amended and restated consulting agreement with JDB Consulting Services, Inc. was deemed terminated as of July 1, 2026 in connection with Mr. Burnham’s employment agreement described in Note 16.

The Company incurred consulting fees payable to AMC Environmental Consulting., a company controlled by Anthony M. Cialone, who serves as a member of the Company’s Board of Directors, in the amount of $75,000 and $25,000 during the six months ended June 30, 2026 and 2025, respectively.

The Company employs Tristan Burnham, son of James D. Burnham, and incurred payroll expenses of $98,461 and $7,708 during the six months ended June 30, 2026 and 2025, respectively.

The Company employs Derek Villarreal, son of David Villarreal, Chief Executive Officer, and incurred payroll expenses of $70,000 during the six months ended June 30, 2026 and 2025, respectively.

As part of the acquisition of Resource Group, the Company acquired an intangible asset in the amount of $6,368,100, which was originally owned by a related party of the members of Resource Group. The original owner is no longer a related party of the Company

At times the Company may be subject to certain claims and lawsuits arising in the normal course of business. The Company will assess liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company will record a liability in our condensed consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company will not record an accrual, consistent with applicable accounting guidance. The Company is not currently involved in any material legal proceedings.

The Company’s Chief Operating Decision Maker (“CODM”) as defined under GAAP, who is the Company’s Chief Executive Officer, determined that the Company organized its operations into three segments as of June 30, 2026 (real estate development, compost sales, and logistics), compared with four segments in 2025 (real estate development, technology, compost sales, and logistics). The Compost Sales and Logistics segments are the Company’s main focus. These segments reflect the way our executive team evaluates the Company’s business performance and manages its operations. The CODM used the below financial information to assess financial performance and allocate resources. Information for the Company’s segments, is provided in the following table:

July 2026 Management Changes

On July 1, 2026, James D. Burnham notified the Company of his decision to resign, effective as of such date, from his position as a member of the Company’s Board of Directors. Mr. Burnham’s resignation was not related to any disagreement with the Company on any matter relating to its operations, policies or practices. In connection with his resignation, effective July 1, 2026, the Company entered into an employment agreement with Mr. Burnham, pursuant to which Mr. Burnham serves as the Company’s Director of Growth & M&A for an initial one-year term, subject to automatic one-year renewals unless either party provides notice of non-renewal at least 30 days prior to the expiration of the then-current term, at an annual base salary of $275,000, with a discretionary bonus of up to 15% of his base salary upon the achievement of objectives determined by the Company’s Board of Directors and eligibility for six months’ severance upon a termination of his employment by the Company without cause. The amended and restated consulting agreement, dated June 2, 2025, between the Company and JDB Consulting Services, Inc., a company controlled by Mr. Burnham, pursuant to which Mr. Burnham previously provided services to the Company, was deemed terminated as of July 1, 2026.

April 2026 Private Placement — Status of Second Closing

On July 13, 2026, the Company filed Amendment No. 2 to its registration statement on Form S-3 (Registration No. 333-295970) (as so amended, the “Initial April 2026 Registration Statement”), which, as amended, registers the resale of up to 6,310,883 shares of Common Stock, consisting of up to 2,393,784 shares of Common Stock issuable upon conversion of the Initial April 2026 Notes (assuming accrual of interest at 10% for a period of twelve months) and up to 3,917,099 shares of Common Stock issuable upon exercise of the Initial April 2026 Warrants, and no longer covers the shares of Common Stock underlying the Second April 2026 Notes and the Second April 2026 Warrants. The Initial April 2026 Registration Statement was declared effective by the SEC on August 5, 2026. The Company may file one or more additional registration statements with the SEC to register the resale of the shares of Common Stock underlying the Second April 2026 Notes and the Second April 2026 Warrants and any additional shares of Common Stock that may become issuable upon conversion of the April 2026 Notes at prices below the Initial April 2026 Conversion Price. As of the date the financial statements included in this Quarterly Report were issued, the Second Closing of the April 2026 Private Placement had not occurred and no February 2026 Notes had been repaid with the proceeds thereof. The Company and the Purchasers are in discussions regarding the timing of the Second Closing and the Company’s failure to register certain shares of Common Stock issuable pursuant to the Initial April 2026 Notes.