Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 5, 2026, the Equity Line of Credit ("ELOC") as described and disclosed in the Form S-1 as filed by the Company on September 3, 2026, amended on September 10, 2026, and deemed effective on September 14, 2026, was assigned via a certain Assignment and Assumption Agreement by and between Euphoria Capital and Tunim Stone Capital, LLC. with signed consent and acknowledgement by the Company, whereby Tunim Stone Capital, LLC. assumed all rights, title, interest, and obligations in the ELOC, exclusive of 500,000 commitment shares and their associated registration rights retained by Euphoria Capital.

Section 9- Financial Statements and Exhibits