Balance Labs, Inc.

Note Conversions

On November 7, 2025, the Board of Directors of the Company approved the issuance of an aggregate of 16,667,789 shares of common stock at a conversion price of $0.25 per share, upon the conversion of certain outstanding promissory notes and debentures totaling $4,166,946.69. This amount includes the issuance of 4,547,240 shares of common stock to the related parties described below, upon the conversion of certain outstanding related-party promissory notes totaling $945,111.90 in principal and $191,697.72 in accrued interest. The original conversion prices of the notes ranged from $0.70 to $1.00 per share, with an average original conversion price of approximately $1.00 per share.

The conversions fully satisfied all principal and accrued interest obligations under each note, and all related indebtedness has been extinguished.

Specifically, to related-parties and affiliates, the Company converted (i) $352,019 of debt owed to The Farkas Group, Inc. (controlled by the Company’s President and Chairman of its Board of Directors, Michael D. Farkas) into 1,408,076 shares of common stock, (ii) $361,542.90 of debt owed to Michael D. Farkas (Company’s President and Chairman) into 1,446,172 shares, (iii) $343,114.65 of debt owed to NextNRG Inc. (controlled by Michael D. Farkas) into 1,372,459 shares, (iv) $72,113.97 of debt owed to The Sammy Farkas Foundation into 288,456 shares, and (v) $8,019.10 of debt owed to Shilo Holding Group LLC (controlled by Michael D. Farkas) into 32,077 shares.

Each conversion was effected at $0.25 per share and represents full payment and settlement of the underlying notes.

The two third-parties which purchased the $980,137 debt outstanding to 16 th Avenue Associates also converted the full amount of $500,000 principal and $480,137 interest due under that certain convertible debenture into 3,920,548 shares of the Company’s common stock.

The shares issued in these conversions were not registered under the Securities Act of 1933, as amended, and were issued in reliance upon the exemption from registration provided by Section 3(a)(9) thereof.

Equity Issuances to Employees, Executives, and Consultants

On November 7, 2025, the Board of Directors of the Company approved the issuance of an aggregate 7,784,268 shares of common stock at a price of $0.25 per share to certain employees, executives, and consultants of the company. The shares were issued as fully paid and non-assessable and represent equity compensation pursuant to individual agreements approved by the Board of the Directors.

The recipients of the shares included certain executive officers and directors of the Company, as follows:

The issuances were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 701 promulgated thereunder, as the transactions did not involve a public offering and were made to employees and consultants for bona fide compensatory purposes.