Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On or about the date hereof, the Company entered into further amendments to certain outstanding promissory notes and convertible notes. Pursuant to the amendments, the maturity date of the notes has been extended to November 30, 2026. In the event that the Company shall not have consummated an uplist to NYSE American on or prior to November 30, 2026, then, effective as of November 30, 2026, the Principal Amount due under the notes shall be increased 15% from the June 30, 2026 balances for a total increase of $1,489,217. Such principal increase shall be automatic and without the necessity of any further action by either party. In addition, in the event that the Company shall not have consummated an uplist to NYSE American on or prior to November 30, 2026, then, effective as of November 30, 2026, the Company shall arrange for the issuance of seven hundred seventy-nine thousand nine hundred one (779,901) shares of Common Stock (the "Commitment Shares"), which number includes the 612,476 Commitment Shares previously agreed to be issued in connection with the prior extension. Such shares shall be issued by the Company's transfer agent to the Holder in book-entry format within ten (10) business days after full execution of the applicable agreement. Such issuance of additional Commitment Shares shall be automatic and without the necessity of any further action by either party.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the contingent issuance of Commitment Shares is incorporated by reference into this Item 3.02. The Commitment Shares, if and when issued, will be issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering.