Our Bond amended Series G Preferred Stock terms

Item

1.01 Entry into a Material Definitive Agreement.

Amended and Restated Series G Preferred Stock Designation

In connection with the conversion and exchange agreements discussed below, our board of directors and the sole holder of our Series G Convertible

Preferred Stock, stated value $10.00 per share (the "Series G Preferred Stock"), approved the adoption of an Amended and Restated Certificate of Designation for the Series G Preferred Stock (the "Restated Series G COD"). Under the Restated Series¹

G COD, shares of Series G Preferred Stock are not redeemable by the holders thereof, but may be redeemed in whole at the sole option of the Company, subject to certain conditions, at a price of 105% of the outstanding stated value of the shares and their accrued dividends¹.

Each share of Series G Preferred Stock has a stated value of $10.00 per share and is convertible, at the option of the holder, to shares of our common stock at a price of $2.0265 per share of common stock². The Restated Series G COD provides a limitation on conversion to the extent that the holder, together with its affiliates or any other person acting as a group, would beneficially own in excess of 9.99% of our outstanding common stock upon such conversion. Conversions of Series G Preferred Stock to common stock are also limited under the Restated Series G Designation to the extent that the issuance of such conversion shares would exceed the aggregate number of shares of Common Stock which the Company may issue without breaching the Company's obligations under the rules or regulations of its listing exchange.

Shares of Series G Preferred Stock accrue dividends at an annual rate of 10% of the stated value, computed on the basis of 360-day year and twelve (12) 30-day months. Upon the occurrence of a triggering event, as defined in the Restated Series G COD, and for so long as the triggering event remains uncured, the dividend rate will increase to 24% per annum. Accrued dividends on Series G Preferred S

Item³

3.02 Unregistered Sales of Equity Securities³

Series

G Preferred Stock Issuances

The disclosures in Item 1.01, above, are incorporated herein by reference⁸. The shares of Series G Preferred Stock were issued to Ascent solely in exchange for the Notes in a transaction exempt from registration under Section 3(a)(9) of the Securities Act⁴. No commission or other remuneration was paid or given, directly or indirectly, for soliciting such exchange. The issuance of shares of common stock to the Lender and to Maxim were exempt from registration pursuant to Rule 506(b) under Regulation D. The Lender and Maxim are accredited investors within the meaning of Rule 501 and we engaged in no general solicitation or advertising⁹.

Private

Offering of Common Stock

On

November 3, 2026, we entered into a Securities Purchase Agreement with an accredited investor (the "SPA"). Under the SPA, we agreed to offer and sell to the investor a cumulative total of up to $10,000,000 worth of our common stock in a private offering at a purchase price of $2.75 per share.^{5 5}In the initial closing under the SPA, we issued 90,909 shares of common stock for a total subscription price of $250,000⁵. Additional closings under the SPA will be subject to certain conditions to be mutually agreed upon by the Company and the investor. Within fourteen (14) days of the initial closing, we are required under the SPA to file a registration statement providing for the resale by the investor of the shares issued in the initial closing and any additional shares issued or issuable under the SPA then legally eligible for registration⁶. Additional closings under the SPA may not occur unless an effective and available registration statement covers the shares of common stock issuable at that subsequent closing, unless otherwise expressly agreed by the parties. The

SPA, which is filed herewith as an exhibit, contains additional terms, covenants, and conditions and should be reviewed in its entirety for additional information.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The disclosures in Item 1.01. above, regarding the Amended and Restated Certificate of Designation for our Series G Preferred Stock are incorporated herein by reference⁷.