Caring Brands, Inc.

Caring Brands, Inc. and subsidiaries

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note 1 -Organization and Business Operations

Caring Brands, Inc. (the “Company”) is a Nevada corporation and was incorporated on April 24, 2024. On September 24, 2024, the Company entered into a separation and exchange agreement with Safety Shot, Inc. (“Shot”) pursuant to which, Shot exchanged its right, title and interest in and to Caring Brands, Inc., a Florida corporation (“CB FL”), free and clear of all liens and encumbrances, and in exchange thereof, the Company accepted and agreed to assume all obligations of CB FL (see Note 2 – Significant Accounting Policies). The Company’s principal business is the over-the-counter and prescription-grade health and wellness products.

Going Concern Consideration

The accompanying the condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

For the three months ended March 31, 2026, the Company incurred a net loss of $2,008,476 and used $550,794 of cash in operating activities. As of March 31, 2026, the Company had cash and cash equivalents of $2,033,438 and an accumulated deficit of approximately $9,149,458. The Company has generated minimal revenues to date and continues to incur operating losses as it advances its business plan.

Although the Company completed its initial public offering in November 2025, generating net proceeds of approximately $3,235,692, its ability to continue as a going concern is dependent upon its ability to generate revenues and/or obtain additional financing.

Management believes that existing cash resources will be sufficient to fund operations for at least the next twelve months; however, there can be no assurance that additional capital will not be required. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 -Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows.

From time to time, the Company may maintain bank balances in interest bearing accounts in excess of $250,000, which is currently the maximum amount insured by the FDIC for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash.

Inventory

Inventories will be stated at the lower of cost or market. The Company will periodically review the value of items in inventory and provide write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting.

Net Loss Per Share

Net loss per share is computed pursuant to section ASC 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential shares of Common Stock would be to decrease the loss per share.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Revenue Recognition

The Company generates its revenue from the sale of its products directly to the end user (the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements; 1) identify the contract with a customers, 2) identify the performance obligations in the contract, 3) determine the transactions price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as the performance obligations are satisfied.

The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. The Company does not currently have meaningful revenue in different geographic regions or channels and therefore does not disaggregate its revenue for reporting purposes.

As of March 31, 2026, the Company had no contract assets, contract liabilities or deferred contract costs recorded on its condensed consolidated balance sheet.

Equity Investments

The Company elected to record equity investments in privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer.

Equity investments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities.

Intellectual Property

Intellectual property, including license agreements, is recorded at cost and amortized over its estimated useful life using the straight-line method. The Company evaluates its intellectual property for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, in accordance with ASC 360.

During the year ended December 31, 2025, the Company identified impairment indicators related to its intellectual property, including ongoing litigation involving the licensor, lack of development or commercialization activities, and significant uncertainty regarding the Company’s ability to utilize the licensed technology.

Based on management’s assessment, the Company determined that the carrying amount of the intellectual property was not recoverable, as the expected undiscounted future cash flows were insufficient to recover its carrying value. Accordingly, the Company recorded a full impairment charge to write down the intellectual property to its estimated fair value of zero as of December 31, 2025.

No impairment charge was recorded for the three months ended March 31, 2026.

Stock Based Compensation

The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

The Company has adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.

Mezzanine Equity

Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.

The Series A convertible preferred stock (“Series A Preferred Stock”) was accounted for as mezzanine equity in accordance with ASC 480.

Segment Reporting

The Company operates underone business segment. Our Chief Operating Decision Maker (CODM) is our Chief Executive Officer. The CODM considers total net income in evaluating key business results and all of our revenue comes from one business segment.

Income Taxes

Prior to the separation of the Company from its then parent, the Company was included as a wholly-owned subsidiary of Safety Shot, Inc., and as such, the Company followed the guidance under ASC 740-10-30-27 to account for income taxes using the separate return approach. The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company incurred losses of $2,008,476 and $538,770 for the three months ended March 31, 2026 and 2025 respectively. Using a 21% tax rate at the balance sheet date, the Company’s deferred tax asset as of March 31, 2026 and December 31, 2025 would be $1,717,928, and $1,499,644 respectively with a valuation allowance of $1,717,928, and $1,499,644.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. See Note 4 – Intangible Assets, Note 5 – Investment in NovoDX, a Related Party, Note 7 – Debt, and Note 10 Stockholders’ Equity and Mezzanine Equity.

The related party mentioned in Note 4 and Note 5 is a former director at Safety Shot, a former director of Caring Brands and a current director of NovoDX Corporation. Additionally, NovoDX is a related party due to the shares of the Company’s common stock it holds as a result of the shares issued in connection with the License Agreement described in Note 4.

In addition to the related party relationships described above, during the three months ended March 31, 2026, the Company repurchased shares of its common stock from certain related parties, including Brian S. John, Tyler Moore, and NovoDX, in connection with the Company’s Series A Convertible Preferred Stock private placement. See Note 10 - Stockholders’ Equity and Mezzanine Equity for further detail regarding these transactions.

New Accounting Pronouncements Issued But Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The standard requires additional disclosures, in the notes to financial statements, of specified information about certain costs and expenses included in the captions presented on the face of the income statement. The new guidance is effective for the Company’s annual reporting period beginning January 1, 2027, and interim reporting periods beginning January 1, 2028. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2024-03 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.

In May 2025, the FASB issued ASU No. 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, ASU No. 2025-04 clarifies that the guidance in ASC 606 on the variable consideration constraints does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718). ASU No. 2025-04 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to adopt ASU No. 2025-04 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its condensed consolidated financial position or results of operations upon adoption.

Recently adopted accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The new requirements apply to all entities subject to income taxes and will be effective for the Company’s annual periods beginning January 1, 2026. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2023-09 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition. Please refer to Note 12, Income taxes for the inclusion of the new required disclosures.

Note 3 -Cash and Cash Equivalents

As of March 31, 2026 and December 31, 2025, the Company had a cash balance of $2,033,438 and $2,189,232 respectively.

Note 4 -Intangible Assets

On June 18, 2024, the Company entered into a License Agreement with NovoDX Corporation, a related party, to license the NovoDX’s GoldNTM Ebola Rapid Diagnostic Test to market and sell the Licensed Product within the commercial field, which was Amended and Restated on July 22, 2024. In consideration for the License, the Company issued 3,000,000 shares of its restricted common stock to NovoDX. The shares were issued at $1.00 per share, the same price as the private placement offering and are being amortized over a 10-year period. During the year ended December 31, 2025, the Company identified impairment indicators and recorded a full impairment charge to write down the carrying amount of the licensed intellectual property to zero.

As of March 31, 2026 the Company hadno remaining intangible asset balance.

As of December 31, 2025 the Company had the following intangible asset balances:

Amortization expense was $0 and $75,000 for the three months ended March 31, 2026 and 2025, respectively.

Note 5 -Investment in NovoDX, a Related Party

On May 14, 2024, the Company purchased 25,134 shares of NovoDX Corporation’s restricted common stock for $500,000. NovoDX is a diagnostic company, focusing on health products related to rapid diagnostic screenings and their companion therapeutics. NovoDX is researching and developing rapid diagnostic devices for Over the Counter and Point of Care with the focus on manufacturing, marketing and selling, directly and indirectly, those devices for at home diagnostic screening use. The investment in NovoDX Corporation’s restricted common stock (25,134 shares purchased for $500,000), representing less than 1% of the outstanding shares of NovoDX, is recorded at cost and the carrying value is adjusted to fair market value for each reporting period. We have chosen the fair value option to account for investment in NovoDX Corporation in accordance with ASC 321. The Company had an independent valuation completed as of October 4, 2024. The valuation focused on the market approach. The valuation concluded that the recent equity transactions at $19.89 per share were the best indicator of fair value (total value of $500,000).

During the year ended December 31, 2025, the Company identified impairment indicators related to the investment, including ongoing litigation, uncertainty surrounding the underlying technology, and lack of operational and commercialization activities. Based on management’s qualitative assessment under ASC 321, the Company determined that the fair value of the investment was less than its carrying amount and recorded a full loss on investment of $500,000, writing down the investment tozero as of December 31, 2025.

Note 6 -Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities as of March 31, 2026 and December 31, 2025 consisted of the following:

Note 7 -Debt

The Company’s outstanding debt as of March 31, 2026 and December 31, 2025, consisted of the following:

Term Loan

On August 6, 2025, the Company entered into a convertible promissory note for the amount of $200,000 with Greentree Financial Group, Inc (“Greentree Promissory Note”). The Greentree Promissory Note has an annual interest rate of 10% and the Greentree Promissory Note can be drawn in up to four tranches with the maturity date being five years from the date the respective tranche was drawn. The term of the agreement allows Greentree Financial Group, Inc. to convert all outstanding note balances, plus any outstanding interest charges and late fees, into our shares of Common Stock at a conversion price of $2.00 per share, or the latest sale price of Common Stock, whichever is less. The loan includes a 10% original issue discount, a one-time legal fee of $10,000, and a one-time grant of 25,000 shares of common stock. The common stock was issued to Greentree Financial Group, Inc. as of the date of the contract, with a fair value of $1.75 per share and was recorded as a deferred financing fee. We also issued 200,000 warrants to purchase shares of Common Stock with an exercise price of $4.00 per share. The warrants issued under the Greentree Promissory Note expire on August 6, 2030. As of December 31, 2025, we have drawn $200,000 on the Greentree Promissory Note to pay for working capital needs of the business and the shares of common stock have not been issued. The Company drew two $60,000 tranches and one $80,000 on the Greentree Promissory Note on August 13, 2025, September 12, 2025 and October 15, 2025, respectively. The maturity dates for these tranches are August 12, 2030, September 11, 2030, and October 14, 2030, respectively. Included in the issuance of this debt were discounts related to stock issued with a fair market value of $43,750 and an original issue discount of $30,000. The warrants had a fair value of $155,154, and $74,267 was recorded as a debt discount and is being amortized to interest expense over the term of the note. On March 23, 2026, the holder elected to convert the entire outstanding balance of the note into equity. Pursuant to the conversion notice, the Company issued 299,581 shares of common stock at a conversion price of $2.00 per share, resulting in the full settlement of the note with no remaining principal balance outstanding. In connection with the conversion, the Company recognized $139,629 of guaranteed interest on the note and $135,947 of unamortized debt discount as interest expense, both credited to additional paid-in capital upon conversion.

Related Party Notes Payable

On June 5, 2025, we entered into a short-term loan agreement with our CEO, Dr. Glynn Wilson, to provide short-term working capital funding to the business. The loan is for an aggregate of $50,000, due on November 5, 2025 and carries an 8% interest rate. The loan’s outstanding balance was paid in full as of March 31, 2026.

On July 24, 2025, we entered into a short-term loan agreement with our Chairman of the Board, Mr. Brian John, to provide short-term working capital funding to the business. The loan is for an aggregate of $25,000, due on December 24, 2025 and carries an 8% interest rate. The loan’s outstanding balance was paid in full as of March 31, 2026.

Loan with Safety Shot, a Related Party

During 2024, Safety Shot, a related party and significant shareholder of the Company, paid certain operating expenses on behalf of the Company totaling $78,980. These payments were initially recorded as a payable to the related party. During the year ended December 31, 2025, Safety Shot waived its right to reimbursement of these amounts. As a result, the Company recognized settlement of related party obligations of $78,980 as additional paid in capital for the year ended December 31, 2025. As of March 31, 2026, no amounts remain outstanding related to these transactions.

Related Party Short-Term Loan

On November 6, 2025, the Company entered a Short-Term Loan agreement with Caro Partners (the “Lender”). The Lender advanced funds to the Company in the principal amount of Forty-Five Thousand Dollars ($45,000) to assist the Company on a short-term basis to assist the Company with short-term working capital needs related to expenses associated with the Company’s NASDAQ uplisting process. The full principal amount of $45,000 was repaid to the Lender on November 19, 2025.

Note 8 -Commitments and Contingencies

Legal contingencies

Except as disclosed below, the Company is not currently a party to any material legal proceedings, investigation or claims. As the Company may, from time to time, be involved in legal matters arising in the ordinary course of its business, there can be no assurance that such matters will not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results of operations of the Company.

On March 10, 2026, the Company entered into a Settlement and Release Agreement (“Settlement Agreement”) with NovoDX Corporation to resolve certain disputes between the parties, concerning (i)3,500,000 shares of Company’s common stock that NovoDX owns (the “CABR Shares”) and claims it has the right to sell without restriction; and (ii) assertions of fraud and misrepresentation by NovoDX with respect to the Research Collaboration and Exclusive License Agreement made and effective as of June 30 2024, between the parties (the “License Agreement”), which assertions NovoDX claims are false and baseless (the “Dispute”). Pursuant to the Settlement Agreement, the parties have agreed to settle the claims and matters related to the Dispute and agreed to mutual releases. Concurrent to the Settlement Agreement, the parties also entered into a stock purchase agreement effective March 19, 2026, pursuant to which stock purchase agreement, NovoDX agreed to sell to the Company and the Company agreed to purchase from NovoDX its holding of 3,500,000 shares of the Company’s common stock for an aggregate purchase price of $1,075,000 in cash.

Note 9 -Net Loss Per Share

The Company computes basic net income per share using the weighted-average number of shares of common stock outstanding. Diluted net income per share amounts are calculated using the treasury stock method for equity-based compensation awards. Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the treasury stock method or if-converted method, as applicable.

As of March 31, 2026, the Company had the following potentially dilutive securities outstanding:

Potentially dilutive securities include convertible debt, common stock payable, warrants, stock options, and restricted stock units. For the three months ended March 31, 2026, these instruments were excluded from the computation of diluted net income (loss) per share as their inclusion would have been anti-dilutive.

The following is a reconciliation of the numerator and denominator in the basic and diluted net income per common share computations:

Note 10 –Stockholders’ Equity and Mezzanine Equity

Common Stock – The Company has 100,000,000 shares of Common Stock, par value $0.001 authorized and has issued 8,841,506 shares and 14,761,925 shares of its common stock as of March 31, 2026 and December 31, 2025. The cumulative changes to equity since inception include:

Repurchase of Shares from Related Party -During the three months ended March 31, 2026, the Company entered into multiple stock repurchase agreements with certain related party shareholders in connection with the Company’s Series A Convertible Preferred Stock private placement (the “PIPE”offering). Pursuant to these agreements, the Company repurchased and retired an aggregate of 6,250,000 shares of common stock for total consideration of $3,075,000 in cash. These transactions included:

All repurchased shares were retired upon acquisition and these transactions were approved by the disinterested members of the Company’s Board of Directors. The repurchase of 1,250,000 shares from Brian S. John was made at $1.00 per share, which exceeded the estimated fair market value of the common stock of$0.89 per share on the repurchase date. The excess of the repurchase price over fair market value of $137,500 was recognized as a stock-based compensation charge with a corresponding credit to additional paid-in capital. All remaining amounts were recorded as reductions to common stock and additional paid-in capital within the accompanying statements of stockholders’ equity. Each of the above transactions constitutes a related party transaction as defined under ASC-850.

Preferred Stock – The Company has 1,000,000 shares of preferred stock, par value $0.001 authorized. There wereno shares issued and outstanding as of March 31, 2026 and December 31, 2025.

Series A Convertible Preferred Stock - Mezzanine Equity

On March 19, 2026, the Company designated 4,000 shares of its preferred stock as Series A Convertible Preferred Stock, with a stated value of $1,000 per share.

On March 19, 2026, the Company entered into a Securities Purchase Agreement in connection with a private investment in public equity (the “PIPE Offering”), pursuant to which the Company issued 3,789.474 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) with a stated value of $1,000 per share, for an aggregate stated value of $3,789,474. The purchase price was $950 per share, resulting in gross proceeds of approximately $3.6 million after giving effect to a 5% original issue discount.

The Series A Preferred Stock is convertible into shares of the Company’s common stock at a conversion price of $0.40 per share, subject to certain limitations and adjustments, including beneficial ownership limitations and shareholder approval requirements.

The Series A Preferred Stock ranks senior to the Company’s common stock with respect to liquidation. In addition, the Series A Preferred Stock includes redemption provisions that allow the holder to require cash redemption upon the occurrence of specified triggering events. The Series A Preferred Stock is redeemable at the option of the holder upon the occurrence of a Triggering Event, defined as (i) the objection or rejection by the Trading Market, any Governmental Entity, or any regulatory or self-regulatory agency of any of the transactions contemplated by the Securities Purchase Agreement on or before December 31, 2026, or (ii) the failure of any regulatory or self-regulatory agency to approve all such transactions, if any such approval is required, on or before December 31, 2026. Upon the occurrence and continuance of a Triggering Event, following a ten (10) day opportunity to cure, the holder may require the Company to redeem all or any portion of the Series A Preferred Stock at a redemption price equal to 100% of the consideration paid, plus any accrued but unpaid dividends and all other costs and expenses, including legal fees, incurred in connection with the Triggering Event (the “Triggering Redemption Amount”). The Triggering Redemption Amount is due and payable within ten (10) Trading Days of the holder’s redemption notice. If the Company fails to pay the Triggering Redemption Amount when due, interest accrues at the lesser of 10% per annum or the maximum rate permitted by applicable law until paid in full. As of March 31, 2026, the base Triggering Redemption Amount was approximately $3.6 million, exclusive of accrued dividends, legal fees, and other applicable costs, which could increase the total redemption obligation. Due to the existence of redemption features that are not solely within the control of the Company, the Series A Preferred Stock is classified as mezzanine equity in accordance with ASC 480-10-S99 (SEC Staff guidance).

On April 7, 2026, the Company received a Staff Delisting Determination letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2.5 million in stockholders’ equity for continued listing on The Nasdaq Capital Market (the “Stockholders’ Equity Rule”), nor is it in compliance with either of the alternative listing standards, market value of listed securities of at least $35 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years. For the periods that management determined it was probable that the Preferred Shares would become redeemable, the Company had elected to carry the shares at the maximum redemption value, or fair value, in mezzanine equity on the consolidated balance sheets. For the reporting period through the March 31,2026, all Preferred Shares were recognized at their maximum redemption value. During the three months ended March 31,2026 and 2025, the Company recognized $1,844,607 andnil, respectively, in accretion of the Preferred Shares to redemption value within mezzanine equity on the consolidated balance sheets.

As of March 31, 2026, the Series A Preferred Stock had an aggregate carrying value of $3,789,474.

Common Stock Payable – The Company entered into consulting agreements under which it committed to issue shares of common stock for services rendered. As of March 31, 2026, the Company had recorded an aggregate of $514,557 in common stock payable, representing the fair value of shares committed but not yet issued under various consulting, employment settlement, and contractual settlement agreements, as further described below.

The Company entered the following consulting agreements:

Warrants – In April 2024, the Company issued 2,110,000 warrants to purchase common stock at a price of $3.00 per share, expiring on April 15, 2029. The warrants are only settled in shares with no cash option and were issued as part of the private placement.

During the year ended December 31, 2025, the Company issued an additional 230,000 warrants in connection with financing arrangements, consisting of:

In connection with the PIPE Offering on March 19, 2026, the Company issued an aggregate of 9,473,685 warrants to purchase shares of its common stock. The warrants have an exercise price of $0.40 per share, are exercisable immediately upon issuance, and expire five years from the date of issuance. At issuance, the fair value of the warrants was approximately $6,894,483, and were issued as part of the private placement transaction and are subject to certain beneficial ownership limitations.

As of March 31, 2026, the Company had a total of 11,813,685 warrants outstanding, with a weighted average price of $0.93 and intrinsic value of $7,010,527.

The fair value of the warrants using the Black-Scholes Model with the following variables:

Stock Options – During the year ended December 31, 2025, the Company granted an aggregate of 175,000 stock options to directors. The options have exercise prices ranging from $1.13 to $1.24 per share, with a weighted-average exercise price of approximately $1.19 per share, and a contractual term of five years.

The total grant-date fair value of the options issued during 2025 was approximately $103,348. The Company recognized stock-based compensation expense of $28,957 related to these grants during three months ended March 31, 2026. The remaining unamortized compensation expense of approximately $23,166 will be recognized over the remaining vesting period.

As of March 31, 2026, the Company had 175,000 stock options outstanding, with a weighted-average exercise price of approximately $1.19 per share and a weighted-average remaining contractual life of approximately 4.7 years. Of the options outstanding,75,000 were exercisable as of March 31, 2026, with a weighted-average exercise price of approximately $1.13 per share, a weighted-average remaining contractual life of approximately 4.7 years, and an aggregate intrinsic value of $750. The options outstanding but not yet exercisable had no aggregate intrinsic value as of March 31, 2026.

The fair value of the stock options using the Black-Scholes Model with the following variables. The expected term is calculated using a simplified method for plain vanilla options:

Restricted Stock Units – During the year ended December 31, 2025, the Company granted an aggregate of 822,592 restricted stock units (“RSUs”) to employees and service providers. The RSUs were granted at a fair value of $1.13 per share and vest over periods through December 2026.

The total grant-date fair value of the RSUs issued during 2025 was approximately $929,529. The Company forfeited total 300,000 RSUs and recognized stock-based compensation expense of $288,015 related to these RSUs during the three months ended March 31, 2026. The remaining unrecognized compensation expense of approximately $249,323 will be recognized over the remaining vesting period. As of March 31, 2026, the Company had 522,592 RSUs outstanding.

Note 11 –Segment Report

Operating segments are defined as components of an enterprise for which separate financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in allocating resources and assessing performance.

The Company has determined that its CODM is the Chief Executive Officer.

In accordance with ASC 280, Segment Reporting, the CODM evaluates financial performance and allocates resources based on consolidated results of operations. The Company operates as a single reporting unit and does not manage its business by separate product lines, service lines, or geographic divisions for purposes of internal reporting. Accordingly, the Company has determined that it operates inone reportable segment.

Substantially all of the Company’s operations and long-lived assets are located in the United States.

Because the Company operates in one reportable segment, consolidated net revenues, operating loss, net loss, and total assets as presented in the condensed consolidated financial statements represent segment results.

Note 12 –Income Taxes

We record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of certain tax uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the recognized tax benefit liabilities. These differences, if any, will be reflected as increases or decreases to income tax expense in the period in which new information becomes available.

As of March 31, 2026 and December 31, 2025, the Company hasnot recorded any uncertain tax positions in the accompanying financial statements.

The effective U.S. federal corporate income tax rate for the three months ended March 31, 2026 and the year ended December 31, 2025 was 21%.

As of March 31, 2026, the Company had net operating loss carryforwards of approximately $8,180,609, compared to $7,141,162 as of December 31, 2025. These net operating losses may be carried forward indefinitely; however, their utilization may be subject to limitations under Section 382 of the Internal Revenue Code due to ownership changes and stock issuances.

The significant components of the Company’s deferred tax assets were as follows:

As of March 31, 2026, the Company recorded a deferred tax asset of $1,717,928 primarily related to federal net operating loss carryforwards. Due to the Company’s cumulative losses and the lack of sufficient positive evidence to support realization, management determined that it is more likely than not that the deferred tax asset will not be realized. Accordingly, a full valuation allowance of $1,717,928 has been recorded as of March 31, 2026.

As of December 31, 2025, the Company recorded a full valuation allowance of $1,499,644 against its deferred tax assets.

The Company recordedno provision for income taxes for the three months ended March 31, 2026 and 2025 due to operating losses and the establishment of a full valuation allowance against its deferred tax assets.

Note 13 -Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were available to be issued. As a result of this evaluation, the following material subsequent events were identified that required disclosure in the unaudited condensed consolidated financial statements:

Tyler Moore Settlement

On May 1, 2026, the Company entered into a Settlement Agreement and General and Mutual Release with its former Chief Financial Officer, Tyler Moore, to resolve disputes relating to his prior employment and equity compensation. Under the terms of the agreement, the Company agreed issued 150,000 shares of its common stock to Mr. Moore.

The settlement shares were issued in full satisfaction of any compensation or other amounts that may have been owed to Mr. Moore under his prior employment agreement or otherwise. The agreement includes mutual releases of claims between the parties. On May 8, 2026,- the shares were registered in a registration statement on Form S-8 which included all of the shares of common stock issuable pursuant to the 2024 Equity Incentive Plan.

Registration Statement

On May 6, 2026, the Company filed a registration statement on Form S-1 registering the shares issuable upon conversion of the Series A Preferred Stock and upon exercise of the warrants issued in the March PIPE Offering.

D. Boral Capital Settlement

On April 30, 2026, the Company entered into a Settlement Agreement and General and Mutual Release with D. Boral Capital LLC to resolve disputes related to the Company’s prior private placement of Series A Preferred Stock and its obligations under an underwriting agreement dated November 12, 2025.

Pursuant to the agreement, the Company agreed to (i) issue 100,000 shares of its common stock to D. Boral Capital LLC and (ii) pay $100,000 in cash. These amounts are in full settlement of any claims arising from the matters described above. The agreement includes mutual releases of claims between the parties, while certain obligations under the underwriting agreement remain in effect.

*Item 2.