DYNAMIC AEROSPACE SYSTEMS Corp

Item 1. Financial Statements

CONDENSED BALANCE SHEETS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

THREE MONTHS ENDED MARCH 31, 2026

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UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

THREE MONTHS ENDED MARCH 31, 2026

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT

THREE MONTHS ENDED MARCH 31, 2025

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS

Dynamic Aerospace Systems Corporation (formerly BrooQLy Inc.) (the “Company”) was incorporated in Nevada on February 19, 2021, as “MyTreat, Inc.” On May 12, 2021, the Company changed its name to BrooQLy Inc. in Nevada pursuant to an amendment to its Articles of Incorporation. Since February 25, 2025, the Company has been doing business as Dynamic Aerospace Systems Corporation (“Dynamic Aerospace Systems”). In January 2026, the Company filed an amendment to its Articles of Incorporation to change the name of the Company to Dynamic Aerospace Systems Corporation.

On April 1, 2025, the Company completed the acquisitions of certain assets of (i) Vayu (US) Inc. (“Vayu”), a developer of high-performance vertical take-off and landing (“VTOL”) unmanned aerial vehicles (“UAVs”), (ii) Impossible Aerospace Corporation (“IAC”) a developer of UAVs prioritizing battery life over traditional propulsion systems, and (iii) Global Autonomous Corporation (“GAC” and, together with Vayu and IAC, the “Acquired Entities”), a developer of autonomous delivery solutions licensed to provide an Autonomous Mesh Fulfillment Network in Dubai. See Note 4, Business Combinations, for further discussion of the asset acquisitions.

Following the asset acquisitions, the Company operates in two business segments: the Dynamic Aerospace Systems segment (“DAS”) and the Dynamic Deliveries segment.

The DAS segment is based in Ann Arbor, Michigan, and is an original equipment manufacturer (“OEM”) of UAVs. DAS seeks to help pioneer the future of unmanned flight, logistics, and public safety through advanced UAV platforms, intelligent delivery networks, and globally compliant flight systems. Built on a foundation of proprietary technology and mission-specific engineering, The DAS segment manufactures versatile, long-endurance UAVs tailored for real-world applications in both commercial and governmental sectors.

The Dynamic Deliveries segment is a division focused on building autonomous mesh logistics networks. A mesh logistics network is a decentralized approach to managing the flow of goods, where each node (e.g., a warehouse, distribution center, or delivery vehicle) is directly connected to multiple other nodes, forming a network that allows for flexible and efficient routing of shipments. These systems have numerous advantages, including decentralization. with no single central point of failure; direct connections, where different nodes are connected to several other nodes; and dynamic routing, allowing the network to adapt to changing conditions by finding the most efficient route for each shipment. Dynamic Deliveries uses its proprietary autonomous mesh fulfillment network to leverage DAS’s long-range UAVs to enable high-frequency, last-mile delivery through a geofenced network of takeoff and recovery nodes. The Dynamic Deliveries system is purpose-built for use in urban and semi-rural environments, allowing for the automated delivery of goods, medicine, and supplies at scale particularly where road-based logistics are constrained or inefficient.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed financial statements should be read in conjunction with the financial statements in the Company’s 2025 Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2026. The balance sheet as of December 31, 2025, was derived from the Company’s audited 2025 financial statements contained in the above referenced 2025 Annual Report.

The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the full year ended December 31, 2026.

Prior period financial statements were presented on a consolidated basis; however, as the Company has not had subsidiaries during the periods presented, the Company has revised the presentation to remove references to consolidation. This change had no impact on the financial statements.

The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, “Disaggregation of Income Statement Expenses” which requires disaggregated disclosure of income statement expenses into specified categories in disclosures within the footnotes to the financial statements. The standard is effective for annual reporting periods beginning after December 15, 2026. The Company is currently evaluating the effect of this ASU on the consolidated financial statements and disclosures.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. For the three months ended March 31, 2026, the Company generated no revenue and reported a net loss from operations of $1,265,131. As of that date, the Company had a working capital deficit of $3,057,323 and does not currently have sufficient liquidity to fund its operations for the next twelve months without securing additional capital.

While the Company closed on the acquisition of certain aerospace assets on April 1, 2025, transactions that are expected to contribute to future revenues, there is no assurance that these assets will generate sufficient income in the next 12 months to offset operating expenses. In addition, although the Company has received financial support from its largest shareholder, Aerospace Capital Partners, LLC (“ACP”) and is working with its investment bank to raise capital, there can be no guarantee that such efforts will result in adequate funding on acceptable terms, or at all.

Management expects that the Company will continue to rely on external capital sources to meet its short-term obligations and support ongoing operations. The Company’s ability to continue as a going concern is dependent on its success in raising capital, executing its business strategy, and generating sustainable revenues from commercial activities. If the Company is unable to raise additional funds or achieve its revenue objectives in a timely manner, it may be forced to delay or curtail operations, which raises substantial doubt about its ability to continue as a going concern.

NOTE 4 – BUSINESS COMBINATIONS

On April 1, 2025 the Company entered into two asset purchase agreements with Alpine 4 Holdings, Inc., and certain of Alpine 4’s subsidiaries (“Alpine 4”); including Vayu (US) Inc. and Impossible Aerospace Corporation (“Vayu APA”), and Global Autonomous Corporation (“GAC APA”). The acquisitions were accounted for as business combinations in accordance with ASC 805, Business Combinations. For additional information regarding the transactions, including the initial purchase price allocation and valuation methodologies, see Note 4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

During the measurement period, the Company refined its estimates of the fair values of the assets acquired and liabilities assumed based on additional information obtained about facts and circumstances that existed as of the acquisition date. As of March 31, 2026, the Company has completed its accounting for these acquisitions and the purchase price allocation is final. The final allocation did not result in any material adjustments to the preliminary amounts previously reported.

Goodwill recognized in connection with the acquisitions reflects the excess of consideration transferred over the fair value of identifiable net assets acquired and is not deductible for income tax purposes. During the year ended December 31, 2025, the Company recorded impairment charges related to goodwill associated with these acquisitions. See Notes 7 and 8 to the Company’s Annual Report on Form 10-K for additional information.

The following table represents the pro forma revenue and net loss as if Vayu and GAC had been included in the results of the Company for the years ended December 31, 2025 and 2024:

These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Vayu and GAC to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2025 for the three month period ended March 31, 2025. There are no pro forma adjustments in the three months ended March 31, 2026 since the results of Vayu and GAC were included in the Company’s financial results for the entire period.

NOTE 5 – LEASES

Effective in May 1, 2025, the Company entered into a lease agreement for its Vayu office and warehouse space expiring in April 2026. In connection with the lease extension, the Company recognized an ROU lease asset and lease liability each in the amount of $96,347. The discount rate used to estimate the fair value of the ROU lease asset and lease liability was 44.24%. As of March 31, 2026, the remaining lease term was 0.1 years. As of the date of this Quarterly Report, the Company was in the process of renewing the lease and has the ability to continue month-to-month at the current rate.

The table below summarizes the Company’s lease-related assets and liabilities as of March 31, 2026 and December 31, 2025:

Lease expense was $30,240 and $-0-, during the three months ended March 31, 2026 and 2025, respectively. Maturities of operating lease liabilities were as follows as of March 31, 2026:

NOTE 6 – INTANGIBLE ASSETS

Identifiable intangible assets as of March 31, 2026 and December 31, 2025 were as follows:

Amortization expense related to intangible assets was $77,894 and $-0- in the three months ended March 31, 2026 and 2025, respectively.

Future amortization expense of intangible assets is expected to be as follows:

NOTE 7 – RELATED PARTY TRANSACTIONS

On September 10, 2025, the Company entered into a promissory note with its CEO, Kent Wilson, in the amount of $54,000. The note included an original issue discount of $13,500, resulting in net proceeds of $40,500. The note bears interest at a rate of 18% per annum and matures on September 10, 2026. The note is secured by all of the Company’s assets in a junior position to the Company’s senior secured creditors. At inception, the Company recorded a discount against the note payable in the amount of $13,500 for the original issue discount. Amortization of debt discount was $3,156 and $-0- in the three months ended March 31, 2026 and 2025, respectively.

The Company has related party transactions with two of the executive officers, who have contributed paid expenses on behalf of the Company. As of March 31, 2026 and December 31, 2025, the Company had due to related party an amount of $34,131 and $43,631, respectively, to the Company’s CEO, Kent Wilson, and $93,628 and $61,923, respectively, to the Company’s COO, Jeffrey Hail.

The Company had related party transactions with its shareholder Aerospace Capital Partners, LLC (“ACP”), for two Convertible Promissory Notes totaling $728,200 as of March 31, 2025, both of which were converted into shares of the Company’s Series A Preferred Stock in June 2025. See Note 10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for additional information on the related party Convertible Promissory Notes and their subsequent conversion.

Additionally, as of March 31, 2025, there was a payable due to ACP of $110,665 that was subsequently paid in April 2025 where payments were made mainly for professional fees in the amount of $50,665 and deposits to the Company’s bank account of $60,000.

NOTE 8 – NOTES PAYABLE AND PROMISSORY NOTES

As of March 31, 2026 and December 31, 2025, the Company had the following outstanding debt instruments, which are recorded at their carrying value on the balance sheet:

The Company’s convertible notes generally include conversion features that allow the holder to convert the outstanding principal into shares of the Company’s common stock or preferred stock. Certain of these instruments contain variable conversion terms based on a discount to market prices, which resulted in the recognition of embedded derivative liabilities accounted for at fair value.

During January 2026, a promissory note with a third-party investor in the principal and interest amount of $58,000 was converted into 134,884 shares of Series D.1 Preferred Stock upon the Company filing a Certificate of Designation to create such series of preferred stock at a price of $0.43 per share. The Certificate of Designation for Series D.1 Preferred Stock was filed on January 30, 2026.

On February 12, 2026, the Company issued a Secured Convertible Promissory Note to a third-party investor in the principal amount of $66,000. The principal accrues interest at a rate of 10% per annum and matures on February 12, 2027. The note included an original issue discount of $6,000, resulting in net proceeds of $60,000 to the Company. The note is convertible any time after six months from the issuance date at the option of holder at a conversion price equal to the lower of $1.00 or 90% of the lowest volume weighted average price (“VWAP”) for the ten prior trading days. The note is secured by all of the Company’s assets. At inception, the Company recorded a discount against the note payable in the amount of $66,000 and a day one financing loss of $4,834, representing the fair value of the embedded conversion feature (“ECF”) of $64,834, and the original issue discount of $6,000. The ECF did not meet the requirements for equity classification since it is settleable in a variable number of shares and was recorded as a derivative financial instrument at inception. The day one financing loss was recognized on the inception date and represents the excess of the fair value of the allocated components of the transaction over the proceeds received. Amortization of debt discount was $8,499 and $-0- in the three months ended March 31, 2026 and 2025, respectively. The net carrying value of the note was $8,499 and $-0- as of March 31, 2026 and December 31, 2025, respectively.

On February 26, 2026, the Company entered into a short-term loan agreement with a third-party investor for a principal amount of $50,000, a one-time interest charge of $52,500, and a maturity date of March 6, 2026. The loan was repaid on March 3, 2026. At inception, the Company recorded a discount against the loan of $2,500. Amortization of debt discount was $2,500 and $-0- in the three months ended March 31, 2026 and 2025, respectively. The net carrying value of the loan was $-0- and $-0- as of March 31, 2026 and December 31, 2025, respectively.

On March 30, 2026, the Company entered into second a short-term loan agreement with the same third-party investor for a principal amount of $50,000, a one-time interest charge of $52,500, and a maturity date of April 13, 2026. The loan was subsequently repaid on April 16, 2026. At inception, the Company recorded a discount against the loan of $2,500. Amortization of debt discount was $179 and $-0- in the three months ended March 31, 2026 and 2025, respectively. The net carrying value of the loan was $50,179 and $-0- as of March 31, 2026 and December 31, 2025, respectively.

Amortization of debt discounts in the three months ended March 31, 2026 and 2025, was as follows:

Interest expense on debt instruments for the three months ended March 31, 2026 and 2025, was $21,221 and $1,756, respectively.

For additional information regarding the Company’s convertible notes and promissory notes, including detailed terms, valuation of embedded features, and prior period activity, see Note 10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are comprised of the fair value of conversion features embedded in convertible promissory notes for which the conversion rate is not fixed but instead is adjusted based on a discount to the market price of the Company’s common stock. The fair market value of the derivative liabilities was calculated at inception of each convertible promissory notes for which the conversion rate is not fixed and allocated to the respective convertible notes. The derivative financial instruments are then revalued at the end of each period, with the change in value recorded to “Change in fair value of on derivative financial instruments.”

Derivative financial instruments and changes thereto recorded in the three and three months ended March 31, 2026 and 2025 include the following:

Fair market value of the derivative financial instruments is measured using the following range of assumptions:

The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date. The Company had no derivative financial instruments in the three months ended March 31, 2025.

NOTE 10 – STOCKHOLDERS’ EQUITY

The Company’s authorized capital structure and the rights and preferences of its equity securities are described in Note 12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

As of March 31, 2026, the Company had multiple series of preferred stock outstanding. There were no material changes to the rights and preferences of the Company’s preferred stock during the period.

During the three months ended March 31, 2026, the Company approved the adoption of two new series of preferred stock designated as the Series A.1 Preferred Stock, and the Series D.1 Preferred Stock. The Certificate of Designation for Series A.1 Preferred Stock and Series D.1 Preferred Stock, which created the Series A.1 Preferred Stock and Series D.1 Preferred Stock, was filed with the State of Nevada on January 30, 2026. A detailed discussion of the rights and preferences of the Series A.1 Preferred Stock and Series D.1 Preferred Stock can be found in the Company’s Current Report on Form 8-K, filed with the SEC on January 30, 2026.

Subsequent to the three months ended March 31, 2026, the Company approved the adoption of a new series of preferred stock designated as Series E Preferred Stock. The Certificate of Designation for Series E Convertible Preferred Stock was filed with the State of Nevada on April 30, 2026. A detailed discussion of the rights and preferences of the Series E Preferred Stock can be found in the Company’s Current Report on Form 8-K, filed with the SEC on April 30, 2026.

Sales of Preferred Stock

During January 2026, the Company entered into a short-term consulting arrangement with a third-party consultant for advisory services. As consideration for the services provided, the Company issued 1,667 shares of Series A.1 Preferred Stock. The fair value of $3,245 was recorded as a consulting expense within general and administrative expenses during the period.

During January 2026, a promissory note with a third-party investor in the principal and interest amount of $58,000 was converted into 134,884 shares of Series D.1 Preferred Stock upon the Company filing a Certificate of Designation to create such series of preferred stock at a price of $0.43 per share. As noted, the Certificate of Designation for Series D.1 Preferred Stock was filed with the State of Nevada on January 30, 2026.

During January 2026, the Company entered into agreements where the Company agreed to issue 232,558 shares of Series D.1 Preferred Stock upon the Company filing a Certificate of Designation to create such series of preferred stock at a sale price of $0.43 per share for gross and net proceeds of $100,000 in a private placement transaction. As noted, the Certificate of Designation for Series D.1 Preferred Stock was filed with the State of Nevada on January 30, 2026.

During January 2026, the Company entered into agreements where the Company agreed to issue 323,530 shares of Series E Convertible Preferred Stock, upon the Company filing a Certificate of Designation to create such series of preferred stock at a sale price of $0.34 per share for gross and net proceeds of $110,000 in two separate private placement transactions. In connection with the agreements, the Company issued to the buyers five-year warrants to purchase up to an aggregate of 323,530 shares of Company common stock at an exercise price of $1.00 per share. As noted, the Certificate of Designation for Series E Convertible Preferred Stock was filed with the State of Nevada on April 30, 2026.

Equity Purchase Agreement

The Company has an Equity Line of Credit (“ELOC”) arrangement with a third-party investor, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. During the three months ended March 31, 2026, the Company issued 82,374 shares of its common stock under the ELOC and received net proceeds of $74,332 and fees of $7,433 for net cash proceeds due of $66,899, which was recorded as an increase to stockholders’ equity. The Company received a total of $75,000 in cash related to this transaction. The $8,101 in excess proceeds was recorded in Accounts payable and accrued liabilities as of March 31, 2026, and will be applied against proceeds of future sales.

Warrants

The following table summarizes information about the Company’s stock warrants outstanding as of March 31, 2026:

There were no warrants granted, exercised or forfeited during the three months ended March 31, 2026 or 2025.

For additional information regarding the Company’s equity transactions, including detailed terms of preferred stock, warrants, and prior period activity, see Note 12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

RSU Plans

On April 12, 2025, the Company adopted the Dynamic Aerospace Systems Corporation Restricted Stock Unit (RSU) Executive Plan (the “Executive RSU Plan”) and the Dynamic Aerospace Systems Corporation Restricted Stock Unit (RSU) Plan (the “Non-Executive RSU Plan” and, together with the Executive RSU Plan, the “RSU Plans”). As of the date of this Quarterly Report, the Company did not have a stock option plan in favor of any director, officer, consultant, or employee.

The purpose of the RSU Plans is to provide an equity compensation program to attract, retain, and incentivize key employees. Each Restricted Stock Unit (“RSU”) is a promise to deliver one share of the Company’s common stock upon vesting, subject to certain terms. The Company has the right to determine the specific grant details for each executive. Pursuant to the Executive RSU Plan, RSUs will vest 10% at the end of the first year after the grant; 30% at the end of the second year after the grant; and 60% at the end of the third year after the grant. Pursuant to the Non-Executive RSU Plan, RSUs will vest 10% at the end of the first year after the grant; 15% at the end of the second year after the grant; 25% at the end of the third year after the grant; 30% at the end of the fourth year after the grant; and 20% at the end of the fifth year after the grant. The vested RSUs will be settled in shares of the Company’s common stock six (6) months after the vesting date.

The following table summarizes RSU Plans activity as of and for the three months ended March 31, 2026 and 2025:

As of March 31, 2026, there was $4,633,556 of total unrecognized compensation cost related to stock grants made under the RSU Plans. The aggregate fair value of share grants that vested during the three months ended March 31, 2026 and 2025 was $-0- and $-0-, respectively. Stock based compensation expense related to the RSU Plans was $396,021 and $-0- in the three months ended March 31, 2026 and 2025, respectively. The Company also recognized stock-based compensation in the amount of $3,245 and $-0- related to shares issued to a consultant outside of the RSU Plans in three months ended March 31, 2026 and 2025, respectively.

NOTE 11 – EARNINGS PER SHARE

The calculation of weighted average shares for basic and diluted net loss per common share is as follows:

NOTE 12 – INCOME TAXES

As of December 31, 2025, the Company had available for federal income tax purposes a net operating loss carryforward of approximately $5,400,000 that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management and based upon the earnings history of the Company, it is more likely than not that the benefits will not be realized. The Internal Revenue Code may limit the future use of the Company’s existing net operating losses.

The Company recorded no income tax expense or benefit for the three months ended March 31, 2026 and 2025. The Company’s effective tax rate for the periods presented differs from the U.S. federal statutory rate primarily due to the full valuation allowance recorded against its net deferred tax assets.

The Company has evaluated its tax positions and has concluded that there are no uncertain tax positions requiring recognition in the financial statements. There were no material changes to the Company’s uncertain tax positions during the three months ended March 31, 2026.

For additional information regarding the Company’s income taxes, including deferred tax assets and valuation allowance, see Note 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

NOTE 13**–**SEGMENT REPORTING

As ofMarch 31, 2026** **the Company operated in two business segments: Dynamic Aero Systems, a developer and OEM of UAVs, and Dynamic Deliveries, a developer of autonomous mesh logistics networks. The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

Segment information for the three months ended March 31, 2026 and 2025 was as follows:

Segment information for the three months ended March 31, 2025, was the same as operations as the Company had not yet established the Dynamic Aero Systems and Dynamic Deliveries segments, which were initiated upon the acquisition of the Vayu Assets and GAC Assets on April 2, 2025. As such, the Company operated as one segment in the three months ended March 31, 2025.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. As of the date of this Quarterly Report, the Company was not aware of any such legal proceedings that will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

NOTE 15 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to March 31, 2026, through the date of this filing of these unaudited condensed financial statements and has determined that the following are material subsequent events.

On April 9, 2026, the Company entered into two (2) Convertible Promissory Notes with third-party investors for a total principal amount of $165,000. The notes include a one-time interest charge on the principal amount of 8% and mature April 9, 2027. The notes include an original issue discount of $15,000 and total fees of $6,500, resulting in net proceeds of $143,500 to the Company. The note is convertible, at any time following the issue date, at the option of holder at aconversion price equal to the lower of $0.50 or 80% of the lowest volume weighted average price (“VWAP”) for the fifteen prior trading days. In connection with each of the notes, the Company issued five-year warrants to purchase 126,923 shares of the Company’s common stock at an exercise price of $0.65.

On April 24, 2026, the Company entered into an Advisory Consulting Services Agreement (the “Agreement”) with Tyler Troup (“Tyler”). The Company agreed to issue 500,000 shares of its restricted common stock to Tyler for providing the services. The shares are to be issued within 10 days of the execution of the Agreement.

On April 27, 2026, the Company entered into a Convertible Promissory Note with a third-party investor for a total principal amount of $275,000. The note includes a one-time interest charge on the principal amount of 8% and matures April 27, 2027. The note includes an original issue discount of $25,000 and fees of $4,000, resulting in net proceeds of $246,000 to the Company. $20,000 of the net proceeds was withheld and paid directly to the Company’s placement agent. The note is convertible, at any time following the issue date, at the option of holder at aconversion price equal to the lower of $0.50 or 80% of the lowest volume weighted average price (“VWAP”) for the fifteen prior trading days. In connection with the note, the Company issued five-year warrants to purchase 199,275 shares of the Company’s common stock at an exercise price of $0.65 and 20,000 shares of common stock.

On April 27, 2026 an investor converted 416,667 Class A Preferred Shares into 1,250,000 Class A Common Shares in accordance with the conversion terms of the Class A Preferred Shares.

On April 28, 2026, the holder of certain convertible promissory notes elected to convert $65,000 of principal into 406,150 shares of common stock at $0.16 per share in accordance with the terms of the agreement.

As noted above, the Certificate of Designation creating the Series E Preferred Stock was filed with the Secretary of State of the State of Nevada on April 30, 2026. The Certificate of Designation designated 25,000,000 shares of preferred stock as the Series E Preferred Stock. A detailed discussion of the rights and preferences of the Series E Preferred Stock can be found in the Company’s Current Report on Form 8-K, filed with the SEC on April 30, 2026.