Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Chelsea Pullano as Interim CFO

Effective as of January 14, 2026, the Board appointed Chelsea Pullano as interim Chief Financial Officer to fill the vacancy created by the previous separation with Tony Evers. Ms. Pullano's appointment is in connection with the Company's entry into the master services agreement ("CFO Agreement") with MACK Financial Solutions LLC ("MACK") on January 9, 2026, pursuant to which MACK shall provide outsourced financial, accounting, and executive financial services to the Company as requested by the Company from time to time, including, without limitation, Chief Financial Officer services, accounting oversight, bookkeeping, financial reporting, and public-company financial compliance support (collectively, the "Services"). Ms. Pullano's role as Chief Financial Officer will be on a part-time basis, and Ms. Pullano will spend no less than 40 hours per month in such capacity as Chief Financial Officer providing the Services as described herein.

In consideration of the Services to be performed, the Company will pay Ms. Pullano $5,000 per month in her capacity as Chief Financial Officer, and will pay MACK $5,000 per month for other Services. Additionally, Ms. Pullano shall be entitled to the same indemnification, advancement of expenses, and other protections afforded to similarly situated officers of the Company under its organizational documents and applicable law. The CFO Agreement may be terminated by either the Company or MACK upon sixty days notice, however, if a material breach of the CFO Agreement is not cured within fourteen days of receipt of notice, the CFO Agreement may be immediately terminated by the non-breaching party.

Ms. Pullano is a financial executive with experience supporting public and private companies in accounting, financial reporting, and strategic finance. Since May 2023, Ms. Pullano has been a partner and serves as Chief Executive Officer of MACK, an accounting and advisory firm that provides outsourced financial and accounting services to growth-stage and public companies. From June 29, 2020 to May 2023, Ms. Pullano served as Chief Financial Officer of Creatd, Inc, and from September 2024 to March 2025, she served as Director of Finance at Lucosky Brookman LLP.

Ms. Pullano has no family relationships with any of the Company's directors or executive officers, and she is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Pullano and any other persons pursuant to which she was selected as Chief Financial Officer.

The foregoing description of the CFO Agreement does not purport to be complete and is qualified in its entirety by reference to the CFO Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.