NOTE 24 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through November 14, 2025, which is the date these consolidated financial statements were issued, and has concluded that the following subsequent events have occurred that would require disclosure in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

On  October 30, 2025 and October 31, 2025, the Company received an advance payment of $0.20 million and $0.50 million, respectively, in connection with promissory notes that are currently under verbal agreement. The promissory notes have not yet been formally signed by the parties involved. The advances are recorded as a liability until the terms of the formal agreement are finalized. The Company is in the process of negotiating the terms of the promissory notes.

On November 13, 2025, the Company issued 1,530,612 shares of Common Stock to Adnant, a related party, as repayment of accounts payable totaling $1.50 million pursuant to the Original Adnant Letter dated August 12, 2022, the A&R Engagement Letter dated June 30, 2023, and the Second A&R Engagement Letter (hereinafter defined) dated January 1, 2025.

On November 13, 2025, the Company issued an additional 2,482,308 shares of Common Stock to Adnant pursuant to the Debt Conversion Agreement between the Company and Adnant dated December 30, 2024. The Debt Conversion Agreement provides that, if the Company enters into any financing agreement with a third party on terms more favorable than the per-share price or discount set forth therein, the Company will, at Adnant’s request, amend and restate the Debt Conversion Agreement to reflect economics at least equal to those of such third-party financing.

On November 13, 2025, the Company issued 84,337 shares of Common Stock to various vendors for payment of services provided.

On November 13, 2025, the Company issued 1,809,270 shares of Common Stock to the previous stockholders of SAS and 1,702,352 shares of Common Stock to the shareholders of Coastal as an amendment fee in connection with the First Amendment to the Amended LOI executed May 1, 2024 and the First Amendment to Advisory and Consulting Agreement executed May 1, 2024, respectively. Refer to “Note 10 – Business Combinations” for further information. 

On November 13, 2025, the Company issued 434,783 shares of Common Stock to the sellers of EWCR and will be fully heldback until the closing of the transaction to acquire 100% of the common stock of EWCR. The shares are subject to a 12-month holdback. Refer to “Note 10 – Business Combinations” for further information on the acquisition of EWCR on May 15, 2025.

On November 13, 2025, the Company issued 3,633,540 shares of Common Stock to the sellers of Green Door Redding, LLC and will be fully heldback until the closing of the transaction to acquire 80% of the membership interests in GDR pursuant to the binding term sheet dated July 1, 2025. Refer to “Note 10 – Business Combinations” for further information on the acquisition of GDR on July 1, 2025.