NOTE 12 - SUBSEQUENT EVENTS

Accelerated Vesting of Option and Restricted Stock Awards

Effective on July 11, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved the accelerated vesting of (a) 167,576 shares of restricted common stock issue to Jordan Consulting for Blair Jordan, Chief Executive Officer of the Company; (b) 8,174 shares of restricted common stock issued to Eric R. Van Lent, Chief Accounting Officer of the Company; (c) 102,181 shares of restricted common stock issued to Ryan Smith, Lead Director; (d) 67,439 shares of restricted common stock issued to Stephen H. Shoemaker, director; (e) 44,959 shares of common stock issued to Dr. Lawrence Steinman, director; and (f) 18,392 shares of common stock issued to the Company’s outside legal counsel, which grants were approved by the Board of Directors effective on June 17, 2025, and which shares were to vest at the rate of 1/2 of such shares on each of the six and twelve month anniversaries of the grant date, subject to such holders continued service to the Company on the applicable vesting dates, to instead vest in full on July 11, 2025 

Effective on July 12, 2025, the Board of Directors of the Company, with the recommendation of the Compensation Committee of the Board of Directors, approved the accelerated vesting of (a) options to purchase 410,000 shares of common stock held by Jordan Consulting for Blair Jordan, the Chief Executive Officer of the Company; (b) options to purchase 25,000 shares of common stock held by Eric R. Van Lent, the Chief Accounting Officer of the Company; (c) options to purchase 255,000 shares of common stock held by Ryan Smith, Lead Director; (d) options to purchase 165,000 shares of common stock held by Stephen H. Shoemaker, director; (e) options to purchase 110,000 shares of common stock held by Dr. Lawrence Steinman, director; and (f) options to purchase 35,000 shares of common stock held by the Company’s outside legal counsel, which were originally granted to such holders effective on June 17, 2025, each in consideration for services rendered and to be rendered to the Company under the 2025 Plan, and were to vest at the rate of 1/2 of such options on each of the six and twelve month anniversaries of the grant date, subject to such holders continued service to the Company on the applicable vesting dates, to instead vest in full on July 12, 2025. The options have an exercise price of $0.9290 per share, the closing sales price of the Company’s common stock on the Nasdaq Capital market on June 17, 2025.

In accordance with the rules of the Nasdaq Capital Market, (i) no stock options granted under the 2025 Plan can be exercised, and (ii) if Shareholder Approval (as defined below) is not received, the 2025 Plan is to be unwound, and the outstanding stock options granted thereunder cancelled. Shareholder approval of the 2025 Plan is to be obtained in accordance with the Company’s Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, each as amended and applicable laws, within one year of the adoption of the 2025 Plan (the “Shareholder Approval”).

First Amendment to Consulting Agreement with EVL Consulting, LLC and Eric Van Lent

On July 12, 2025, and effective July 31, 2025, the Company, Mr. Eric Van Lent, the Chief Accounting Officer of the Company, and EVL Consulting, LLC (an entity owned by Mr. Van Lent)(“EVL Consulting”) entered into a First Amendment to Consulting Agreement (the “EVL Consulting Agreement Amendment”), which amended the prior January 30, 2025 Consulting Agreement entered into between the Company, Mr. Van Lent and EVL Consulting, to (a) extend the term of such agreement through December 31, 2025 (from July 30, 2025); and (b) to provide that we have the right to terminate the Consulting Agreement at any time, provided that we pay EVL Consulting $25,000 (previously $10,000) upon such termination, payable within 60 days of such termination date.