Onar Holding Corp

ONAR Holding Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. The Company and Summary of Significant Accounting Policies

The Company

ONAR Holding Corporation (the “Company” or “ONAR”) was formed as a Nevada corporation under the name Reliant Holdings, Inc. on May 19, 2014. ONAR Holding Corporation (“ONAR”) is a technology-enabled marketing platform that acquires and integrates specialist marketing agencies to build a unified, data-driven operating network. The Company focuses on middle-market brands seeking enterprise-grade marketing capabilities without enterprise-level cost or complexity.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception, has negative working capital and has not generated positive cash flows from operations since inception. The Company generated a net loss of $2,251,555 for the six month period ended June 30, 2026. The Company also has a working capital deficiency of $11,508,096 and a stockholders’ deficiency of $7,705,892 as of June 30, 2026. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management has taken a series of concrete actions to address these conditions. During the first quarter of 2026 and through the date of this filing, the Company completed its exit from two non-core legacy businesses, allowing management to concentrate resources on its higher-margin marketing and technology operations. Revenue for the three months ended June 30, 2026 more than doubled compared to the prior-year period, and deferred revenue has roughly tripled since year-end, reflecting growth in recurring subscription arrangements. The Company also returned to positive gross profit in both the three and six month periods ended June 30, 2026, compared to gross losses in the prior-year periods. Subsequent to quarter-end, the Company executed settlement agreements resolving both of its outstanding litigation matters: the Feinberg Litigation (as defined below), which restructured a $1,500,000 matured note obligation into scheduled payments through February 2030, and a lender dispute, which restructured a $593,315 loan into fixed monthly payments over 32 months with no additional interest, penalties or charges. Management’s plans also include continuing to grow revenue through organic client acquisition and selective strategic acquisitions, maintaining disciplined cost management across the agency network, refinancing near-term obligations into longer-term, lower-cost facilities, and reducing the Company’s reliance on short-term convertible financing. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation

The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. The accompanying financial statements are unaudited. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2026 and for the periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on June 11, 2026 (the “2025 Annual Report”). The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results for the full year.

Princi****ples of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Revenue Recognition

The Company accounts for revenue in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codifications (“ASC”) 606, ‘Revenue from Contracts with Customers’ (“ASC 606”).

A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price. Determining relative standalone selling price and identifying separate performance obligations requires judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract.

Advertising Management & Technology Services

The Company enters into Master Services Agreement (“MSA”) and Scope of Work (“SOW”) which govern the terms of the Company’s performance obligation for purposes of revenue recognition.

The Company’s performance obligation is a single performance obligation, Advertising Management Services which encompasses the following integrated and interdependent services:

These services are integrated and interdependent, all contributing to the goal of improving the Client's business performance, revenue, and brand awareness over time. Revenue is recognized over time as the services are provided and the performance obligation is satisfied, consistent with the ongoing optimization efforts. The Company’s service delivery draws on proprietary ONAR Labs platforms, including the Cortex analytics platform and Retina AI, to inform strategy, targeting and optimization across client engagements. Beginning in July 2026, the Company also began offering subscription access to certain of its technology platforms; subscription fees are billed monthly and are recognized ratably over the subscription period.

A monthly retainer is charged for ongoing services. Any additional services outside the agreed-upon scope are subject to prior written approval and will result in additional fees. Retainers received for future services are classified as ‘deferred revenue’ within the accompanying condensed consolidated balance sheets.

Earnin****gs Per Share

In accordance with accounting guidance now codified as ASC Topic 260, “Earnings (Loss) per Share” basic earnings per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. There were 3,628,335,978 and zero potentially dilutive shares outstanding during the three months ended June 30, 2026 and 2025, respectively; these shares were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive.

Note 2. Acquisitions and Divestitures

On March 12, 2026, the Company acquired all of the outstanding equity interests of Scale Partners, a provider of technology-enabled marketing and sales solutions tailored specifically for the commercial real estate (CRE) sector, for total consideration of approximately $185,000, consisting of $85,000 of notes payable and $100,000 of Series E Preferred Stock, par value $0.001 per share, (the “Series E Preferred Stock”). The acquisition extends the Company’s AI-enabled marketing platform into the commercial real estate sector and adds complementary artificial intelligence and operational capabilities.

The Company accounted for the transaction as a business combination under ASC 805, Business Combinations. The provisional purchase price allocation resulted in the recognition of approximately $160,000 of goodwill, which is expected to be deductible for income tax purposes, and $25,000 of identifiable intangible assets consisting of a non-compete agreement. The purchase price allocation is provisional as of June 30, 2026 and remains subject to change as the Company finalizes its valuation of assets acquired and liabilities assumed. Measurement period adjustments, if any, will be recognized in the reporting period in which they are determined, not to exceed one year from the acquisition date.

The acquisition was not material to the Company's condensed consolidated financial statements, and the results of Scale Partner’s operations have been included in the Company’s condensed consolidated financial statements from the acquisition date. Accordingly, pro forma financial information and other disclosures required by ASC 805 for material business combinations have not been presented.

Note 3. Discontinued Operations

Through its wholly owned subsidiary Reliant Pools, the Company operated a legacy custom swimming pool construction business in the greater Austin, Texas market.

The pool business was non-core to ONAR’s strategic focus on marketing, technology, and AI-driven growth. On January 19, 2026, the Company entered into a Stock Purchase Agreement to divest 100% of the issued and outstanding shares of Reliant Pools, Inc. to Elijah May, effective as of December 31, 2025.

The results of the pool construction business are presented within income from discontinued operations in the condensed consolidated statements of operations, and the related cash flows are presented separately as discontinued operations in the condensed consolidated statements of cash flows, for the six months ended June 30, 2025.

Results of operations for Reliant Pools for the three and six months ended June 30, 2025:

Note 4. Related Party Transactions

Advance to Affiliated Entity and Related Party

During the year ended December 31, 2024 and prior to the acquisition of HLDCO the Company advanced an entity controlled by the Company’s CEO $400,700. The purpose of this advance was to enable that entity to purchase the Company’s outstanding super-voting Series A Preferred Stock from the prior controlling shareholder, which facilitated the change of control and subsequent reverse-merger transaction described in the Company’s 2025 Annual Report. On March 11, 2025, this advance was formalized into a promissory note receivable. Under the new terms, the note bears interest at 5% per annum, requires no monthly payments, is unsecured and is due on March 11, 2035. The Company classifies this 10-year note receivable as loan receivable under ASC 310, as it has the positive intent and ability to hold the note until its maturity date. The note is initially recognized at fair value, and is measured at amortized cost using the effective interest method subsequently. The note is presented on the balance sheet at its amortized cost, inclusive of accrued interest. The stated interest rate reflects the effective yield, resulting in a carrying value that equals the principal plus accumulated interest receivable.

As of June 30, 2026 the balance remains outstanding and is included in ‘Advance to affiliated entity and related party’ on the accompanying condensed consolidated balance sheets.

Advances to Related Party

During the six months ended June 30, 2026, the Company made certain advances totaling $178,638 to an entity affiliated with the Company’s Chief Executive Officer, which is a separate entity from the affiliated entity that is the obligor under the note receivable described above. These advances are unsecured, due on demand and do not bear interest, and $178,638 of such advances remained outstanding as of June 30, 2026. The ‘Advance to affiliated entity and related party’ balance of $579,338 on the accompanying condensed consolidated balance sheets consists of these advances together with the $400,700 note receivable described above. These balances arise in the ordinary course of the Company’s operations: from time to time, the Company’s Chief Executive Officer and entities affiliated with him pay expenses on the Company’s behalf or advance funds to the Company, and the Company at times advances or reimburses amounts to them; the resulting net balance therefore fluctuates from period to period and is settled through periodic reconciliations. These advances do not represent loans to, or compensation of, the Chief Executive Officer, and in an effort to support the Company’s liquidity, the Chief Executive Officer will at times forgo or accrue his cash compensation as necessary to support the business.

Subsequent to quarter-end, on July 16, 2026, the Company and the holder of its related-party secured convertible promissory note dated August 12, 2025 (original principal amount of $1,009,062) entered into a First Amendment to Secured Convertible Promissory Note and Forbearance Agreement. At the time of the amendment, $60,000 of scheduled payments under the note had not yet been made and $5,000 of contractual late fees had accrued; the holder did not issue any notice of default or seek to accelerate the note, and instead worked with the Company to restructure the obligation. Under the amendment, the late fees and an extension fee equal to 8% of the outstanding balance were added to principal, the maturity date was extended to November 16, 2026, and the Company agreed to make monthly payments of $10,000 on the first of each month from August 1, 2026 through November 1, 2026, with the remaining balance due at the extended maturity date. Interest continues to accrue at 18% per annum as provided in the note. (see Note 8).

Advance to Chief Executive Officer

During the three month period ended June 30, 2026, the Company made certain advances to its chief executive officer totaling $113,672. These advances are unsecured, due on demand and do not bear or accrue interest. As of June 30, 2026, $213,088 remains outstanding.

Note 5. Notes Payable and Convertible Notes Payable

For the terms of debt outstanding at December 31, 2025 that has not changed significantly, refer to the Company’s 2025 Annual Report.

On January 10, 2026, the Company entered into a securities purchase agreement providing for the issuance of a convertible promissory note in the principal amount of $110,000 with an original issue discount of $8,800 and deferred financing fees of $9,000. The note matures on January 23, 2027 and bears interest at 12% per annum, subject to a guaranteed minimum amount of interest, resulting in an annualized effective interest rate of 196.5%. Principal and interest are due in monthly installments through maturity. The holder may convert outstanding principal and accrued interest into shares ofcommon stock at a conversion price equal to the lesser of $0.03 or 75% of the 10-day volume weighted average price of the Company's common stock.

The holder also received 2,200,000 warrants to purchase the Company’s common stock. The warrants had a fair value of $42,237 at issuance, of which $25,580 was allocated as a debt discount. Warrants issued in connection with the notes were allocated a portion of the note proceeds based on their relative fair value at issuance and recorded as a debt discount with a corresponding credit to additional paid-in capital.

On January 23, 2026, the Company entered into a securities purchase agreement providing for the issuance of a convertible promissory note in the principal amount of $543,478 with an original issue discount of $43,478. The note matures on January 23, 2027 and bears interest at 18% per annum, resulting in an annualized effective interest rate of 56.4%. Principal and interest are due in monthly installments through maturity. The holder may convert outstanding principal and accrued interest into shares ofcommon stock at a conversion price equal to the lesser of 75% of the 10-day volume weighted average price of the Company's common stock or $0.03.

The holder also received 5,434,782 warrants to purchase the Company’s common stock. The warrants had a fair value of $87,820 at issuance, of which $69,555 was allocated as a debt discount. Warrants issued in connection with the notes were allocated a portion of the note proceeds based on their relative fair value at issuance and recorded as a debt discount with a corresponding credit to additional paid-in capital.

On March 4, 2026, the Company entered into a securities purchase agreement providing for the issuance of a convertible promissory note in the principal amount of $170,400 with an original issue discount of $28,400 and deferred financing fees of $7,000. The note matures on January 15, 2027 and bears interest at 12% per annum, subject to a guaranteed minimum amount of interest, resulting in an annualized effective interest rate of 99.2%. Principal and interest are due in monthly installments through maturity. The holder may convert outstanding principal and accrued interest into shares ofcommon stock at a conversion price equal to 65% of the lowest 10-day trading price of the Company's common stock.

On April 3, 2026, the Company received an additional $100,000 advance from an existing institutional lender under a September 15, 2025 securities purchase agreement, as amended, evidenced by a secured demand note. The note bears interest at 2% of principal per month, payable monthly beginning August 1, 2026, is non-convertible, is prepayable at par, and is secured pari passu with the lender’s existing notes and cross-defaulted with the related transaction documents. Because principal is payable on demand, the note is classified as a current liability.

On June 9, 2026, the Company issued an unsecured promissory note with a principal amount of $53,700 ($40,000 net cash proceeds, $7,000 original issue discount, $6,700 issuance costs) and a one-time 12% interest charge ($6,444) earned in full at issuance. The note matures June 9, 2027, with monthly cash amortization payments of $6,000 beginning September 9, 2026. Upon an event of default or missed amortization payment, the note becomes convertible at 65% of the lowest VWAP during the ten trading days preceding conversion; the Company is required to reserve 161,000,000 shares of common stock from authorized and unissued common stock for potential conversion, which reserve is accommodated by the increase in authorized shares effective June 22, 2026 (see Note 6).

Note 6. Equity

Common Shares

On May 5, 2026, the holder of approximately 76.8% of the voting power of the Company’s outstanding common stock and the board of directors of the Company authorized an increase in the number of authorized shares of the Company’s common stock from 1,000,000,000 shares to 3,000,000,000 shares. The increase became effective on June 22, 2026. Accordingly, as of June 30, 2026, the Company was authorized to issue 3,000,000,000 shares of common stock, $0.001 par value. Each share of common stock is entitled to one vote on matters submitted to the shareholders for approval.

During the six months ended June 30, 2026, the Company issued approximately 50,398,439 shares of common stock for services with a fair value of approximately $128,797.

In addition, during the six months ended June 30, 2026, holders of convertible notes payable converted principal and accrued interest of $93,173 into 41,407,781 shares of common stock (all during the first quarter), and the Company recorded $82,918 within additional paid-in capital in respect of warrants issued with convertible notes payable (see Note 5).

Preferred Shares

During the six months ended June 30, 2026, the Company issued 100 shares of Series E Preferred Stock with a fair value of $100,000 as partial consideration for the acquisition of Scale Partners (see Note 2), all during the first quarter.

Note 7. Commitments and Contingencies

Except as described below, there have been no material changes during the six months ended June 30, 2026, to the information presented in the audited consolidated financial statements included in the Company’s 2025 Annual Report.

Litigation

On November 7, 2025, Jeffrey L. Feinberg Personal Trust (the “Trust”) filed a complaint against ONAR, LLC in the Superior Court of the State of Delaware, Case No. N25C-11-060 SPL (the “Feinberg Litigation”). The complaint alleges breach of contract and unjust enrichment related to a Senior Secured Promissory Note originally issued by Integrum Group, LLC (the Company’s predecessor entity) dated March 18, 2024, in the principal amount of $1,500,000 (the “Note”). The Trust alleges that the Note matured on March 18, 2025, and that the amounts due thereunder have not been repaid.

The Company retained counsel, filed its Answer and Affirmative Defenses, and disputed the claims asserted. Subsequent to quarter-end, on July 16, 2026, ONAR and the Trust entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) resolving the Feinberg Litigation, effective as of July 13, 2026. Under the settlement, ONAR has agreed to pay the Trust or its designee $1,500,000 in principal plus simple interest thereon at 18% per annum from March 18, 2024. Interest shall be computed on the basis of actual days elapsed and a 365-day year, and shall accrue solely on the unpaid principal balance, and shall not be compounded or capitalized. No interest shall accrue on accrued but unpaid interest. The Settlement Agreement providesfor (i) an initial payment of $50,000 within one business day of execution of the Settlement Agreement, (ii) a second payment of $300,000 by no later than August 30, 2026, (iii) the remaining balance to be paid in fourteen (14) quarterly installments of $75,000, and (iv) a final true-up payment due on the first business day of February 2030 covering any then-remaining unpaid principal and accrued but unpaid interest. The Settlement Agreement further provides for the dismissal of the legal action as to the Company and the Trust and a mutual release by the Company and the Trust of claims relating to the alleged breach of contract or arising prior to the Settlement Agreement. The parties to the Settlement Agreement further agreed to refrain from disparaging statements regarding any other party, or its respective directors, officers, employees, managers, members or trustees, excepting any statements necessitated by any court proceeding. The Trust and Feinberg also agreed not to engage in any short sale of securities of the Company or to sell or otherwise dispose of, on any single trading day, shares of ONAR Holding common stock in an amount exceeding 10% of the average daily reported trading volume of ONAR Holding common stock over the five (5) trading days immediately preceding such sale.

In connection with a November 2025 financing arrangement with a lender, a dispute arose during the second quarter of 2026 regarding amounts owed under the related loan documents. In April 2026, the lender obtained entry of a judgment in the amount of $593,315 in Virginia’s Arlington circuit court pursuant to remedies provided in the loan documents, which the Company promptly moved to vacate. Before any further litigation proceeded, ONAR and the lender resolved the matter amicably. On July 3, 2026, ONAR and the lender entered into a proposed agreed order providing for repayment through fixed monthly payments of $10,000 beginning on August 1, 2026, and increasing to $15,000 in November 2026 and to $20,000 beginning February 2027 until the $593,315 repayment amount is paid in full, with no additional interest, penalties or charges. The circuit court signed the agreed order on July 6, 2026.(see Note 8).

Payroll tax liabilities

During fiscal year 2023, the Company did not remit certain federal income tax, social security, Medicare or local and state income taxes which were withheld from the Company’s employees’ payroll. The Company has estimated and accrued fines and penalties associated with the amounts which have not been remitted and includes this amount in accrued expenses in the accompanying condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, the balance due was $660,307 and $646,113, respectively. As of the date of this filing, no enforcement action has been initiated by any taxing authority in connection with these liabilities. The Company’s tax representatives are engaged in active discussions with the relevant taxing authorities to resolve this matter and negotiate a structured payment arrangement. Management believes it is possible that a portion of the accrued penalties and interest may be abated or forgiven through the negotiation process.

Note 8. Subsequent Events

Feinberg Settlement.

On July 16, 2026, the Company entered into the Settlement Agreement resolving the Feinberg Litigation described in Note 7. The Settlement Agreement provides for (i) an initial payment of $50,000 within one business day of execution of the Settlement Agreement, (ii) a second payment of $300,000 by no later than August 30, 2026, (iii) the remaining balance to be paid in fourteen (14) quarterly installments of $75,000, and (iv) a final true-up payment due on the first business day of February 2030 covering any then-remaining unpaid principal and accrued but unpaid interest. The Company made the initial $50,000 settlement payment in July 2026.

Settlement of Lender Dispute.

On July 3, 2026, the Company and the lender resolved the dispute in Virginia’s Arlington circuit court described in Note 7. The obligation was restructured into fixed monthly payments over approximately 32 months with no additional interest, penalties or charges, and all related proceedings were concluded.

Related-Party Note First Amendment and Forbearance**.**

On July 16, 2026, the Company and the holder of its related-party secured convertible promissory note dated August 12, 2025 (original principal amount of $1,009,062) entered into a First Amendment to Secured Convertible Promissory Note and Forbearance Agreement. At the time of the amendment, $60,000 of scheduled payments under the note had not yet been made and $5,000 of contractual late fees had accrued; the holder did not issue any notice of default or seek to accelerate the note, and instead worked with the Company to restructure the obligation. Under the amendment, the late fees and an extension fee equal to 8% of the outstanding balance were added to principal, the maturity date was extended to November 16, 2026, and the Company agreed to make monthly payments of $10,000 on the first of each month from August 1, 2026 through November 1, 2026, with the remaining balance due at the extended maturity date. Interest continues to accrue at 18% per annum as provided in the note.

Additional Secured Note.

On July 29, 2026, the Company received an additional advance of $1,200,000 from an existing institutional lender pursuant to a second amendment to the September 15, 2025 securities purchase agreement, evidenced by a secured convertible promissory note in the original principal amount of $1,304,347.83, reflecting an original issue discount of $104,347.83. The note bears interest at 18% per annum, with the first six months of interest guaranteed, and matures on July 29, 2027. The note provides for monthly payments equal to the greater of scheduled amounts, which are interest only for the first three months followed by principal installments with the remaining balance due at maturity, or 10% of the Company’s consolidated net revenues for the immediately preceding month, and requires a partial mandatory prepayment upon the closing of certain qualified financings. The note is initially convertible into common stock at $0.03 per share and is secured pari passu with the lender’s existing notes under the same collateral arrangements. In connection with the advance, the Company issued the lender a one-year warrant to purchase 13,043,478 shares of common stock at an exercise price of $0.05 per share. Proceeds of the advance were used to repay existing indebtedness and for general working capital purposes.

Amendments to Letter of Intent and Down Payment.

On July 27, 2026, the Company and Advertise Purple, Inc. (“Advertise Purple”) entered into Amendment No. 1 (“Amendment No. 1”) to their previously disclosed non-binding letter of intent dated March 23, 2026 (the “LOI”) relating to the Company’s proposed acquisition of all of the outstanding equity interests of Advertise Purple. Pursuant to Amendment No. 1, the Company paid a $1,000,000 down payment toward the purchase price, which will be credited against and reduce, on a dollar for dollar basis, the cash portion of the purchase price payable at closing. The down payment is refundable to the Company only if the Company certifies that it is ready, willing and able to consummate the closing and the counterparty and its equity holders fail to execute the definitive purchase agreement and consummate the closing within five business days thereafter and is otherwise non-refundable. The Company and Advertise Purple have fully negotiated the form of the definitive securities purchase agreement (the “Definitive Agreement”), which is attached as an exhibit to Amendment No. 1. The Definitive Agreement has not been executed and is not binding until executed. Pursuant to Amendment No. 1, if the Definitive Agreement has not been executed and delivered on or before August 27, 2026 (the “Outside Date”), the LOI and Amendment No. 1 would automatically terminate.

On August 6, 2026, the Company and Advertise Purple entered into Amendment No. 2 to the LOI (“Amendment No. 2”), which amends Amendment No. 1 to, among other things, grant the Company the right (but not the obligation) to extend the Outside Date from August 27, 2026 to September 28, 2026, upon the Company’s payment of $250,000 to Advertise Purple (the “Second Down Payment”), either on or before August 27, 2026. Accordingly, upon payment of the Second Down Payment in accordance with Amendment No. 2, (i) the Outside Date shall be extended to September 28, 2026 for all purposes of Amendment No. 1, and all references to the Outside Date in Amendment No. 1 shall be deemed to mean September 28, 2026 for all purposes of Amendment No. 1, (ii) the Down Payment in Amendment No. 1 shall be deemed to mean “$1,250,000” for all purposes of Amendment No. 1 and (iii) the Definitive Agreement shall be deemed amended such that (a) the cash consideration payable at the closing of the Transaction (the “Closing”) shall be increased to $12,825,000 and (b) $1,250,000 shall be credited against and applied to reduce, on a dollar-for-dollar basis, the purchase price otherwise payable by the Company upon the Closing. The Definitive Agreement has not been executed and is not binding until executed by the Company and Advertise Purple and certain other parties thereto. For additional information relating to Amendment No. 1 and Amendment No. 2 , see the Company’s Current Reports on Form 8-K filed with the SEC on July 31, 2026 and August 11, 2026, respectively. Completion of the proposed acquisition remains subject to execution of definitive documentation and customary closing conditions.

Note Repayment.

On July 29, 2026, the Company repaid in full one of its outstanding convertible promissory notes in the aggregate payoff amount of $75,230.14, further reducing its short-term convertible obligations.

Settlement and Payoff of Convertible Note.

On August 7, 2026, the Company entered into a note repayment and settlement agreement with the holder of one of its secured convertible promissory notes dated September 15, 2025 (original principal amount of $159,239.13). The agreement provides for the full satisfaction and cancellation of the note and the related warrant upon the Company’s payment of an aggregate payoff amount of $147,527.71 within fifteen business days following execution. Upon payment, the holder will return 6,000,000 previously issued conversion shares to the Company for cancellation, the security interests securing the note will terminate, the share reserve associated with the note will be released, and the Company and the holder of the note will exchange mutual releases. The shares retained by the holder are subject to resale limitations, including a 90-day no-sale period and volume limitations thereafter.