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CONTRACTS AND AGREEMENTS | 12 Months Ended
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Dec. 31, 2025
CONTRACTS AND AGREEMENTS |
CONTRACTS AND AGREEMENTS | NOTE 12. CONTRACTS AND AGREEMENTS Employment Agreement – Chief Financial Officer On May 30, 2025, the Board of the Company appointed Mr. David Vanston as the Company’s Chief Financial Officer, effective immediately. In connection with his appointment, the Company entered into an offer letter with Mr. Vanston providing for an annual base salary of $230,000 and eligibility to receive an annual discretionary bonus of up to 40% of his base salary. Mr. Vanston is also entitled to receive an initial grant of 100,000 restricted stock units and an additional grant of 100,000 restricted stock units following one year of employment, each subject to a three-year vesting schedule. Director Agreements On November 19, 2025, the Company’s shareholders elected Messrs. Francesco Fragasso and Harold Paul to serve as the Class II Directors on the Company’s Board to serve a three-year term that will expire at the Company’s 2028 Annual Meeting of Shareholders and at such time as their respective successor has been duly elected and qualified or their earlier resignation or removal. During the years ended December 31, 2025 and 2024, our director agreements for non-employee members of our Board consisted of an annual fee of $48,000, to be paid in cash on a quarterly basis, with the exception of the audit committee chairperson, whose annual fee was $54,600, also paid in cash on a quarterly basis. Non-employee Director compensation also included the annual issuance of our Common Stock. During October 2025, the Compensation Committee approved a change to our director compensation whereby each non-employee director of the Board will be granted 40,000 RSUs effective as of the date of the 2025 Annual Meeting of Stockholders (the “RSU grant”); the non-employee directors are entitled to receive one share of Common Stock for each RSU upon vesting; and the RSU grant will vest in full upon the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the annual meeting of shareholders that occurs following the date of grant, subject to the non-employee director’s continued service to the Company through such vesting date. In addition, director fees are now reduced to $5,000 per quarter, which commenced in the fourth quarter of fiscal year 2025. Agreement for the Purchase and Sale of Future Receipts Effective November 18, 2025, we entered into an agreement with Agile Capital Funding, LLC ("Agile") pursuant to which we sold to Agile 15% of the proceeds of each future sale made by us (the "Future Receipts") until Agile has received an aggregate of $447,300 (the "Purchased Amount"). As consideration for the Purchased Amount, Agile paid us a purchase price of $315,000, less an origination fee of $15,000, for net proceeds of $300,000. Although the agreement was structured as a sale of future receipts, we determined that the arrangement has the economic characteristics of a borrowing and have accordingly accounted for it as debt under ASC 470-10-25 The $132,300 excess of the Purchased Amount over the net proceeds received, has been recorded as a debt discount presented as a direct reduction of the carrying value of the liability on the Consolidated Balance Sheet, and is being amortized as interest expense over the expected repayment period on a pro rata basis of monthly receipts. Weekly payments of $15,975, commencing December 3, 2025, are debited from our bank account and reconciled monthly against 15% of actual Future Receipts for the period. The agreement is secured by a security interest in all of our present and future accounts receivable, evidenced by a UCC-1 financing statement, supported by a corporate guaranty of performance. The agreement contains a covenant prohibiting us from entering into any additional financing arrangements relating to our future receipts or accepting any cash advance from any other funding source while any balance remains outstanding. The agreement provides for prepayment in whole at our option at specified payoff amounts, with credit applied for payments already made. As of December 31, 2025, the gross remaining balance under the agreement is $367,425. After deducting the debt discount of $113,191, the net carrying value of $254,234 is classified as a current liability on the Consolidated Balance Sheet, with monthly repayments of approximately $69,225 continuing into 2026 until the Purchased Amount is satisfied. During the year ended December 31, 2025, we recognized $34,109 of interest expense related to this arrangement, included in the Consolidated Statements of Operations.

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