Item 1.01. Entry into a Material Definitive Agreement. The Company entered into an Agreement (the “ Agreement”) with Continuation Capital, Inc. ("CCI") to pay obligations in the aggregate amount of $ 968,612.79 by issuing up to 1,705,071 million shares of its common stock to CCI (the “ Shares”). On November 18, 2025, the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “ Florida Circuit Court”) entered an order approving the Agreement. The Agreement became binding upon the parties on November 26, 2025, when the NYSE American approved the issuance of the Shares. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein in its entirety by reference.

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Shares will be issued at a rate of 1.75 shares per dollar of the Company’s obligation, pursuant to an exemption from the registration requirements under Section 3(a)(10) of the Securities Act of 1933, as amended.