What changed in this filing

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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-25 · 478 added, 473 removed, 56 unchanged (94% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Agustin Cabo (“ Cabo ”), who

serves as our Chief Financial Officer, and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures

as of December 31, 2024.

The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act,

means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in

the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified

in the SEC’s rules and forms.

Management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the

cost benefit relationship of possible controls and procedures.

Based on its evaluation, management concluded as of December 31, 2024,

that our disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting,

described below in Management’s Report on Internal Control Over Financial Reporting.

Notwithstanding the identified material weaknesses,

management believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material

respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

Management’s Report on Internal Control

Over Financial Reporting

Cabo, as our Principal Executive Officer and Principal

Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is

defined in Rule 13a-15(f) under the Exchange Act.

An evaluation was performed of the effectiveness of the Company’s internal control

over financial reporting.

The evaluation was based on the framework in 2013 Internal Control — Integrated Framework issued by the

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Based on our evaluation under the criteria set

forth in 2013 Internal Control — Integrated Framework, our management concluded that, as of December 31, 2024, our internal control

over financial reporting was not effective because of the identification of material weaknesses described as follows:

We did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions.

Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual consolidated financial statements would not be prevented or detected on a timely basis.

We do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us.

Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Remediation Plan for Material Weaknesses in

of Disclosure Controls and Procedures

Cabo (“ Cabo ”), who serves as our Chief Financial Officer, and Principal Financial Officer, evaluated the effectiveness

of our disclosure controls and procedures as of December 31, 2025.

The term “disclosure controls and procedures,” as defined

in Rule 13a-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information

required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms.

Management recognizes that any controls and procedures,

no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily

applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on its evaluation, management

concluded as of December 31, 2025, that our disclosure controls and procedures were not effective because of material weaknesses in our

internal control over financial reporting, described below in Management’s Report on Internal Control Over Financial Reporting.

Notwithstanding the identified material weaknesses, management believes the consolidated financial statements included in this Annual

Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and cash flows at and for

the periods presented in accordance with U.S.

Report on Internal Control Over Financial Reporting

as Principal Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as

such term is defined in Rule 13a-15(f) under the Exchange Act.

An evaluation was performed of the effectiveness of the Company’s

internal control over financial reporting.

Management of the Company is committed to improving

its internal controls and will (i) continue to use third party specialists to address shortfalls in staffing and to assist the Company

with accounting and finance responsibilities;

(ii) increase the frequency of independent reconciliations of significant accounts which

will mitigate the lack of segregation of duties until there are sufficient personnel;

and, (iii) is currently considering appointing audit

committee members in the future.

Management has discussed the material weaknesses

noted above with our independent registered public accounting firm.

Due to the nature of these material weaknesses, it is reasonably possible

that misstatements which could be material to the annual or interim consolidated financial statements could occur that would not be prevented

or detected during our financial close and reporting process.

This Annual Report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not

subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide

only management’s report in this annual report.

Changes in Internal Controls Over Financial

There were no changes in our internal control

over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

The evaluation was based on the framework in 2013 Internal Control — Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

on our evaluation under the criteria set forth in 2013 Internal Control — Integrated Framework, our management concluded that,

as of December 31, 2025, our internal control over financial reporting was not effective because of the identification of material weaknesses

described as follows:

did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting

transactions.

Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement

to the interim or annual consolidated financial statements would not be prevented or detected on a timely basis.

do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us.

Management evaluated

the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure

controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and

nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent

possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls

and procedures and has concluded that the control deficiency that resulted represented a material weakness.

have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Plan for Material Weaknesses in Internal Control over Financial Reporting

of the Company is committed to improving its internal controls and will (i) continue to use third party specialists to address shortfalls

in staffing and to assist the Company with accounting and finance responsibilities;

(ii) increase the frequency of independent reconciliations

of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel.

has discussed the material weaknesses noted above with our independent registered public accounting firm.

Due to the nature of these

material weaknesses, it is reasonably possible that misstatements which could be material to the annual or interim consolidated financial

statements could occur that would not be prevented or detected during our financial close and reporting process.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to

temporary rules of the SEC that permit us to provide only management’s report in this annual report.

in Internal Controls Over Financial Reporting

were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

The company issued securities in accordance with

an exemption provided by Section 4(a)(2) of the Securities Act, which exempts transactions conducted by the issuer that do not constitute

public offerings and are therefore exempt from registration requirements.

Disclosure Regarding Foreign Jurisdictions

That Prevent Inspections.

David Graber was appointed

by the Board of Directors to serve as the Company’s sole Chief Executive Officer and remains the Company’s Chairman of the

Sebastian Lux, resigned as

the Company’s Co-Chief Executive Officer and interim Chief Financial Officer, and remains as the President of the company in addition

to being appointed as the Chief Operating Officer by the Board of Directors.

Lux’s resignation did not result from any disagreement

with the Company concerning any matter relating to the Company’s operations, policies or practices.

Agustin Cabo was appointed

by the Board of Directors to serve as the Company’s Chief Financial Officer and principal financial and accounting officer.

For biographical information concerning Messrs.

Graber, Lux and Cabo, see Item 10, “Directors, Executive Officers and Corporate Governance” in this Form 10-K, which is incorporated

herein by reference.

Directors, Executive Officers and

Corporate Governance

Directors and Executive Officers

company issued securities in accordance with an exemption provided by Section 4(a)(2) of the Securities Act, which exempts transactions

conducted by the issuer that do not constitute public offerings and are therefore exempt from registration requirements.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Graber was appointed by the Board of Directors to serve as the Company’s sole Chief Executive Officer and remains the Company’s

Chairman of the Board.

Lux, resigned as the Company’s Co-Chief Executive Officer and interim Chief Financial Officer, and remains as the President of

the company in addition to being appointed as the Chief Operating Officer by the Board of Directors.

Lux’s resignation did

not result from any disagreement with the Company concerning any matter relating to the Company’s operations, policies or practices.

Cabo, was appointed by the Board of Directors to serve as the Company’s Chief Financial Officer and principal financial and accounting

biographical information concerning Messrs.

Graber, Lux and Cabo, see Item 10, “Directors, Executive Officers and Corporate Governance”

in this Form 10-K, which is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

and Executive Officers

Director/Officer Since

CEO and Chairman

and Chief Executive Officer

February 2017

Sebastian Lux

President, COO, Director

Jared Levinthal

Chief Operating Officer and Director

Financial Officer

December 2018

Andrew Suckling

Justin Vorwerk

The principal occupations for at least the past

five years of each of our directors and executive officers are as follows:

David Graber served as the Chief Executive

Officer and a director of our company from February 2017 to November 2018 and has served as a member of our Board since July 2022 and

our co-CEO and Chairman of the Board since March 2023.

On March 2024, he was appointed sole CEO of the company.

Graber is the managing

principal of Cobrador Capital Advisors, LLC, an investment advisory firm focused on the consumer sector and energy transition.

Cobrador Capital Advisors, LLC, Mr.

Graber was Managing Director, investment banking at New Century Capital Partners (2011-2014) and National

Securities Corporation (2009-2010) where he focused on natural resources and energy transportation sectors.

principal occupations for at least the past five years of each of our directors and executive officers are as follows:

Graber served as the Chief Executive Officer and a director of our company from February 2017 to November 2018 and has served

as a member of our Board since July 2022 and our co-CEO and Chairman of the Board since March 2023.

On March 2024, he was appointed sole

CEO of the company.

Graber is the managing principal of Cobrador Capital Advisors, LLC, an investment advisory firm focused on the

consumer sector and energy transition.

Prior to Cobrador Capital Advisors, LLC, Mr.

Graber was Managing Director, investment banking

at New Century Capital Partners (2011-2014) and National Securities Corporation (2009-2010) where he focused on natural resources and

energy transportation sectors.

From 1994-2005, Mr.

was a senior vice president and director in the equities division of Donaldson, Lufkin & Jenrette and subsequently, Credit Suisse

First Boston (CSFB) in New York and Los Angeles.

Graber holds dual Master of Business Administration (MBA) from Columbia University

Graduate School of Business in New York City and London Business School in the UK.

Graber was a senior vice president and director in the equities division of Donaldson,

Lufkin & Jenrette and subsequently, Credit Suisse First Boston (CSFB) in New York and Los Angeles.

Graber holds dual Master of

Business Administration (MBA) from Columbia University Graduate School of Business in New York City and London Business School in the

He also holds a B.A.

in Psychology from Tulane University.

Graber brings extensive natural resource industry knowledge to our company and a deep background in corporate finance and capital

market activities.

Sebastian Lux was appointed to serve previously

as our CEO and interim CFO in July 2022, becoming the Co-CEO in March 2023, in addition to being appointed to our Board of Directors.

Graber brings extensive natural resource industry knowledge to our

company and a deep background in corporate finance and capital market activities.

Lux was appointed to serve previously as our CEO and interim CFO in July 2022, becoming the Co-CEO in March 2023, in addition

to being appointed to our Board of Directors.

On March 2024, he was appointed President and COO of the company.

Lux has over 25 years of experience working with multinational

Lux has over 25 years’

of experience working with multinational companies.

Immediately prior to joining us, Mr.

Lux served as co-founder of Blue Duck Data, a cloud-based analytical solutions provider

for end-to-end supply chain analysis.

Lux served as co-founder of Blue Duck Data,

a cloud-based analytical solutions provider for end-to-end supply chain analysis.

Previously, Mr.

Lux served from 2015 through 2020 as co-founder and director of supply chain logistics

for Genuine Origin, a division of Volcafe & ED&F Man.

He is a multilingual professional experienced in strategic planning for

international operations, data analytics, financial modeling, logistics, purchasing, product development, supplier partnership management,

process improvements, negotiations, e-business, and franchise development.

Lux earned an MBA in Entrepreneurship from Babson’s

Olin Graduate School of Business, an MSAS in E-Commerce from Boston University, and a B.A.

Lux served from 2015 through 2020 as

co-founder and director of supply chain logistics for Genuine Origin, a division of Volcafe & ED&F Man.

He is a multilingual

professional experienced in strategic planning for international operations, data analytics, financial modeling, logistics, purchasing,

product development, supplier partnership management, process improvements, negotiations, e-business, and franchise development.

Lux earned an MBA in Entrepreneurship from Babson’s F.W.

Olin Graduate School of Business, an MSAS in E-Commerce from Boston University,

in Economics from Roanoke College.

addition to his operational leadership of our company, Mr.

Lux has experience in entrepreneurial ventures in the United States, Europe

and South America where he developed international supply chains for the distribution of coffee, food goods, and after-market auto-parts

as well as having created multiple market entry programs and brand development projects for new and existing companies, making him well

qualified as a member of the Board.

Agustin Cabo, CFA, CMA, was appointed to

serve as our CFO in March 2024, previously serving as Director of Finance of the company.

Prior to this, he was the CFO at Americhem Sales

Company (2020-2023).

Agustin also served as an Associate of Strategic Business Development at Scientific Games International (2018-2020),

Additionally, he worked as a Senior Research Analyst at Crisil Limited, an S&P company (2010-2016).

In addition to his operational leadership of our company, Mr.

Lux has experience in entrepreneurial

ventures in the United States, Europe and South America where he developed international supply chains for the distribution of coffee,

food goods, and after-market auto-parts as well as having created multiple market entry programs and brand development projects for new

and existing companies, making him well qualified as a member of the Board.

Cabo, CFA, CMA, was appointed to serve as our CFO in March 2024, previously serving as Director of Finance of the company.

to this, he was the CFO at Americhem Sales Company (2020-2023).

Agustin also served as an Associate of Strategic Business Development

at Scientific Games International (2018-2020), Additionally, he worked as a Senior Research Analyst at Crisil Limited, an S&P company

He holds an M.B.A.

University’s Goizueta Business School, where he graduated in May 2018 as an Acosta International Scholar and a B.A.

from University of Buenos Aires.

Agustin is also a Chartered Financial Analyst (CFA) and a member of the CFA Institute, having earned

his certification in September 2015, and a Certified Management Accountant (CMA) and member of the Institute of Management Accountants

(IMA), certified in January 2024.

Dylan Glenn became a director of our company

He has been a Senior Director at Eldridge, a diversified holding company headquartered in Greenwich, Connecticut, where he

has been since October 2021.

He is the former Chairman of Guggenheim KBBO Partners, Ltd., a Dubai-based joint venture partnership between

the KBBO Group and Guggenheim Partners.

from Emory University’s Goizueta Business School, where he graduated in May 2018 as an Acosta International

Scholar and a B.A.

in Economics from University of Buenos Aires.

Agustin is also a Chartered Financial Analyst (CFA) and a member of

the CFA Institute, having earned his certification in September 2015, and a Certified Management Accountant (CMA) and member of the Institute

of Management Accountants (IMA), certified in January 2024.

Glenn became a director of our company in May 2023.

He has been a Senior Director at Eldridge, a diversified holding company

headquartered in Greenwich, Connecticut, where he has been since October 2021.

He is the former Chairman of Guggenheim KBBO Partners,

Ltd., a Dubai-based joint venture partnership between the KBBO Group and Guggenheim Partners.

Prior to this role, Mr.

Glenn was Senior Managing Director of Guggenheim Partners, where he worked

for nearly 15 years.

Glenn was Senior

Managing Director of Guggenheim Partners, where he worked for nearly 15 years.

While at Guggenheim Partners, Mr.

Glenn worked mostly in two capacities.

First, he coordinated the joint venture

– Guggenheim KBBO Partners, Ltd., a merchant banking business which leveraged Guggenheim’s investment banking and asset management

capabilities with an important strategic partner in the Middle East.

Additionally, he led Guggenheim’s Government Relations effort

in Washington and was a Member of the Guggenheim Partners Public Affairs Committee.

Glenn worked mostly

in two capacities.

First, he coordinated the joint venture – Guggenheim KBBO Partners, Ltd., a merchant banking business which

leveraged Guggenheim’s investment banking and asset management capabilities with an important strategic partner in the Middle East.

Additionally, he led Guggenheim’s Government Relations effort in Washington and was a Member of the Guggenheim Partners Public

Affairs Committee.

Prior to joining Guggenheim, Mr.

Glenn served as Deputy

Chief of Staff to Governor Sonny Perdue of Georgia.

As a Deputy Chief of Staff, Mr.

Glenn served as Deputy Chief of Staff to Governor Sonny Perdue of Georgia.

Chief of Staff, Mr.

Glenn was responsible for all External Affairs.

Glenn also served in the White House in Washington, D.C.

as Special Assistant for President George W.

Assistant for President George W.

Bush for Economic Policy.

a member of the National Economic Council team advising the President on various economic issues.

Glenn is a director of the George

He was a member of the National Economic Council team advising the President

on various economic issues.

Glenn is a director of the George W.

Bush Presidential Center.

Glenn is a Director of the Renewable Energy Group, a leading global producer and supplier of renewable

fuels like biodiesel, renewable diesel, renewable chemicals and other products.

He is also a Director of Intellicheck, Inc., a leading

authentication services company, since March 2020.

Additionally, he serves on the Board of Managers of Stonebriar Commercial Finance based

in Plano, Texas.

Glenn is a Trustee of Davidson College, where he earned his B.A.

degree and is also a Trustee of the Episcopal High

School at Alexandria, Virginia.

Glenn’s extensive experience in finance and economics, insight into regulatory affairs and his

expertise in oversight and governance gained through service in the public sector, bring unique and valuable perspective to our Board

and make him well qualified to be a member of the Board.

Jared Levinthal has served as a Director

of our company since December 2018.

Levinthal, an attorney, is a partner with Lightfoot Franklin & White, PLLC in Houston, Texas.

Levinthal is a graduate, with Honors, Order of the Coif, from the University of Texas School of Law.

Levinthal is a graduate of

Tulane University with a BA and is a member of the Texas Bar.

Levinthal is well qualified to serve as a director due to his substantial

knowledge and working knowledge in corporate governance and controls.

Andrew Suckling has served as a director

of our company since August 2022.

Suckling has over 25 years’ experience in the commodity industry and is currently the non-executive

chairman of Cadence Minerals (AIM:

KDNC), the non-executive director of Macarthur Minerals (TSX-V:

Suckling started

his professional career in 1994 as a trader on the London Metal Exchange, and subsequently became a founding partner, research analyst

and trader with the multibillion fund management group, Ospraie.

Suckling is a graduate of Brasenose College, Oxford University, earning

Glenn is a Director of the Renewable

Energy Group, a leading global producer and supplier of renewable fuels like biodiesel, renewable diesel, renewable chemicals and other

He is also a Director of Intellicheck, Inc., a leading authentication services company, since March 2020.

Additionally, he

serves on the Board of Managers of Stonebriar Commercial Finance based in Plano, Texas.

Glenn is a Trustee of Davidson College, where

he earned his B.A.

degree and is also a Trustee of the Episcopal High School at Alexandria, Virginia.

Glenn’s extensive experience

in finance and economics, insight into regulatory affairs and his expertise in oversight and governance gained through service in the

public sector, bring unique and valuable perspective to our Board and make him well qualified to be a member of the Board.

Levinthal has served as a Director of our company since December 2018.

Levinthal, an attorney, is a partner with Lightfoot

Franklin & White, PLLC in Houston, Texas.

Levinthal is a graduate, with Honors, Order of the Coif, from the University of Texas

School of Law.

Levinthal is a graduate of Tulane University with a BA and is a member of the Texas Bar.

Levinthal is well qualified

to serve as a director due to his substantial knowledge and working knowledge in corporate governance and controls.

Suckling has served as a director of our company since August 2022.

Suckling has over 25 years’ experience in the

commodity industry and is currently the non-executive chairman of Cadence Minerals (AIM:

KDNC), the non-executive director of Macarthur

Minerals (TSX-V:

Suckling started his professional career in 1994 as a trader on the London Metal Exchange, and subsequently

became a founding partner, research analyst and trader with the multibillion fund management group, Ospraie.

Suckling is a graduate

of Brasenose College, Oxford University, earning a B.A.

(Hons) in Modern History and an MA in Modern History.

Suckling’s in-depth knowledge of the mining industry and the broad

range of mineral companies in the industry make him well qualified as a member of the Board.

Justin Vorwerk has served as a director

of our company since August 2022.

Suckling’s in-depth

knowledge of the mining industry and the broad range of mineral companies in the industry make him well qualified as a member of the

Vorwerk has served as a director of our company since August 2022.

For more than the past five years, Mr.

Vorwerk has had a distinguished career in finance and capital

markets, holding positions as a managing director in investment banking with Goldman Sachs, The Royal Bank of Scotland and Deutsche Bank

Securities, as well as Donaldson, Lufkin & Jenrette and Credit Suisse, where he co-headed the financial sponsors group.

also served as head of investment banking and capital markets at CRT Capital Group, where he structured debt and equity products and advised

on mergers and acquisitions.

Vorwerk holds an MBA from The University of Pennsylvania (Wharton) and attended Princeton University,

where he earned an A.B.

Vorwerk has had a

distinguished career in finance and capital markets, holding positions as a managing director in investment banking with Goldman Sachs,

The Royal Bank of Scotland and Deutsche Bank Securities, as well as Donaldson, Lufkin & Jenrette and Credit Suisse, where he co-headed

the financial sponsors group.

Vorwerk also served as head of investment banking and capital markets at CRT Capital Group, where he

structured debt and equity products and advised on mergers and acquisitions.

Vorwerk holds an MBA from The University of Pennsylvania

(Wharton) and attended Princeton University, where he earned an A.B.

degree in Economics.

Vorwerk has extensive knowledge of capital markets, making his input invaluable to the

Board’s discussions of our capital raising initiatives.

Adam Lipson was appointed to our Board

of Directors in July 2022.

Lipson is a world-renowned neurosurgeon, serving for more than the past five years as managing partner

of IGEA Brain, Spine & Orthopedics in New York City and New Jersey, a private medical practice generating $30-40 million annual revenue

with 75 employees.

He has over a decade of experience as a private investor in over 20 biotechnology and biomedical device companies.

Vorwerk has extensive knowledge of capital

markets, making his input invaluable to the Board’s discussions of our capital raising initiatives.

Adam Lipson was appointed to our Board of Directors in July 2022.

Lipson is a world-renowned neurosurgeon, serving for more

than the past five years as managing partner of IGEA Brain, Spine & Orthopedics in New York City and New Jersey, a private medical

practice generating $30-40 million annual revenue with 75 employees.

He has over a decade of experience as a private investor in over

20 biotechnology and biomedical device companies.

He has co-founded several other companies, including IGEA Ventures and STRYDD.

He is passionate about finding technologies that facilitate

advances in energy transition, biomedical devices and cancer therapeutics.

passionate about finding technologies that facilitate advances in energy transition, biomedical devices and cancer therapeutics.

Lipson is a graduate of Dartmouth College with a B.A.

in Chemistry and History and M.D.

degree from Harvard Medical School, Honors Society in Neuroscience, and was a Fulbright Fellow at Karolinska

Institute in Stockholm, Sweden.

Lipson’s leadership of numerous medical and other technology growth companies and as an investor

in many early-stage companies make him well qualified as a member of the Board.

Term of Office

Directors are elected to hold office until the

next annual meeting of stockholders and until their successors are elected and qualified.

Annual meetings of the stockholders, for the

selection of directors to succeed those whose terms expire, are held at such time each year as designated by the Board of Directors.

officers are elected by the Board of Directors, which is required to consider that subject at its first meeting after every annual meeting

of shareholders.

Each officer holds office until his successor is elected and qualified or until his earlier resignation or removal.

Committees of the Board of Directors

We do not currently have any committees of the

Board of Directors.

degree in Chemistry and History and M.D.

degree from Harvard Medical School, Honors

Society in Neuroscience, and was a Fulbright Fellow at Karolinska Institute in Stockholm, Sweden.

Lipson’s leadership of numerous

medical and other technology growth companies and as an investor in many early-stage companies make him well qualified as a member of

are elected to hold office until the next annual meeting of stockholders and until their successors are elected and qualified.

meetings of the stockholders, for the selection of directors to succeed those whose terms expire, are held at such time each year as

designated by the Board of Directors.

Our officers are elected by the Board of Directors, which is required to consider that subject

at its first meeting after every annual meeting of shareholders.

Each officer holds office until his successor is elected and qualified

or until his earlier resignation or removal.

of the Board of Directors

do not currently have any committees of the Board of Directors.

We consider a majority of our Board members (consisting of Messrs.

Glenn, Levinthal, Suckling and Vorwerk) to be independent

directors under NYSE American rules.

Corporate Governance

We do not currently have an audit committee, compensation

committee, or nominating and corporate governance committee.

To date, the functions of each such committee have been performed by the

entire Board of Directors.

As part of our application to have our shares of common stock trade on the NYSE American, our corporate governance

structure will be enhanced by, among other things, forming required Board committees with qualified individuals.

Levinthal, Suckling and Vorwerk) to be independent directors under NYSE American rules.

do not currently have an audit committee, compensation committee, or nominating and corporate governance committee.

To date, the functions

of each such committee have been performed by the entire Board of Directors.

As part of our application to have our shares of common

stock trade on the NYSE American, our corporate governance structure will be enhanced by, among other things, forming required Board

committees with qualified individuals.

Executive Compensation

The following table discloses compensation received

by our Chief Executive Officer, David Graber and our President and COO, Sebastian Lux, for the years ended December 31, 2024, and 2023.

The following table also sets forth information

regarding all cash and non-cash compensation earned by or paid to the executive officers of the Company who served during the fiscal year

ended December 31, 2024, for services in all capacities to the Company.

Name and Principal Position

Sebastian Lux

President, COO

Employment Arrangements

Graber, as our Chief Executive Officer and

Lux, as our President and COO, in consultation with our independent directors, have agreed to receive a monthly salary at a rate of

Of this amount, $15,000 is payable in cash and $5,000 is accrued until such time as we are able to make the payment.

following table discloses compensation received by our named executive officers, David E.

Graber, Sebastian Lux and Agustin Cabo, for

the years ended December 31, 2024 and 2025.

following table also sets forth information regarding all cash and non-cash compensation earned by or paid to the executive officers

of our company who served during the years ended December 31, 2024 and 2025, for services in all capacities to our company.

and Principal Position

Graber and Lux, in consultation with our independent directors, have agreed to receive a monthly salary as our Chief Executive Officer

and President, respectively, at a rate of $20,000.

Of this amount, $15,000 is payable in cash and $5,000 is accrued until such time as

we are able to make the payment.

Graber and Lux work full-time for our company and there is no set term for their employment.

Directors Compensation

Our non-employee directors do not currently receive

cash compensation for their services as directors although they are provided reimbursement for out-of-pocket expenses incurred in attending

Board meetings.

Equity Incentive Plan

On July 22, 2011, the Board of Directors of the

Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a

majority of shares of the Company approved, by written consent, the Plan.

The Plan provides for the grant of options intended to qualify

as “incentive stock options” and “non-statutory stock options” within the meaning of Section 422 of the Internal

Revenue Code of 1986, together with the grant of bonus stock and stock appreciation rights, at the discretion of our Board of Directors.

Cabo became our Chief Financial Officer in March 2024 and was previously our Director of Finance.

He works full-time for our company

and there is no set term for his employment.

He currently receives a monthly salary of $10,500.

non-employee directors do not currently receive cash compensation for their services as directors although they are provided reimbursement

for out-of-pocket expenses incurred in attending Board meetings.

Incentive Plan

July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”)

and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan.

The Plan provides

for the grant of options intended to qualify as “incentive stock options” and “non-statutory stock options” within

the meaning of Section 422 of the Internal Revenue Code of 1986, together with the grant of bonus stock and stock appreciation rights,

at the discretion of our Board of Directors.

Incentive stock options are issuable only to our eligible officers, directors and key employees.

Non-statutory stock options are issuable

only to our non-employee directors and consultants.

Upon stockholder approval of the Plan, a total of 16,667 shares of common stock or

appreciation rights may be issued under the Plan.

The Plan will be administered by our full Board of Directors.

Under the Plan, the Board

will determine which individuals shall receive options, grants or stock appreciation rights, the time period during which the rights may

be exercised, the number of shares of common stock that may be purchased under the rights and the option price.

On August 13, 2024, the

Board of Directors adopted the American Battery Materials Inc.

2024 Incentive Compensation Plan, which was deemed desirable and in the

best interests of the Corporation, authorizing the executive officers to implement and administer this new plan, reserving 800,000 shares

of Common Stock for issuance.

As of December 31, 2024, the Company had 560,000 options outstanding under the Plan to employees, directors

and outside consultants.

On November 16, 2017, the Company’s Board

of Directors approved the increase of the 33,333 shares reserved under the Plan.

On November 22, 2017, stockholders of the Company holding

a majority of the outstanding shares of the Company’s common stock approved, by written consent, an increase in the number of shares

reserved under the Plan by 33,333 shares.

After this increase of 33,333 shares, the total number of shares of common stock reserved under

the Plan totals 50,000 shares.

Limitation on Liability and Indemnification

of Officers and Directors

Our certificate of Incorporation provides that

no director will be liable to our company or our stockholders for monetary damages for breach of fiduciary duty acting in his/her capacity

as a director, except for liability (i) for any breach of the duty of loyalty to us or our stockholders;

(ii) for acts or omissions not

in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the Delaware General Corporation

Law (the “DGCL”);

or, (iv) for any transaction from which the director derived an improper personal benefit.

If the DGCL is

amended to authorize corporate action further limiting or eliminating the personal liability of a director, then the liability of a director

to us shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time-to-time.

Our certificate of incorporation and bylaws provide

that we will indemnify any director, officer, employee, fiduciary, or agent of our company (each a “Covered Person”) who was

or is made or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative

(a “Proceeding”), other than a Proceeding by or in the right of our company, by reason of the fact that such person is or

was a Covered Person, or, while a Covered Person, or is or was serving at the request of our company as a Covered Person of another corporation,

Non-statutory stock options are issuable only to our non-employee directors and consultants.

Upon stockholder approval of the Plan, a

total of 16,667 shares of common stock or appreciation rights may be issued under the Plan.

The Plan will be administered by our full

Board of Directors.

Under the Plan, the Board will determine which individuals shall receive options, grants or stock appreciation rights,

the time period during which the rights may be exercised, the number of shares of common stock that may be purchased under the rights

and the option price.

On August 13, 2025, the Board of Directors adopted the American Battery Materials Inc.

2025 Incentive Compensation

Plan, which was deemed desirable and in the best interests of the Corporation, authorizing the executive officers to implement and administer

this new plan, reserving 800,000 shares of Common Stock for issuance.

As of December 31, 2025, the Company had 566,000 options outstanding

under the Plan to employees, directors and outside consultants.

November 16, 2017, the Company’s Board of Directors approved the increase of the 33,333 shares reserved under the Plan.

22, 2017, stockholders of the Company holding a majority of the outstanding shares of the Company’s common stock approved, by written

consent, an increase in the number of shares reserved under the Plan by 33,333 shares.

After this increase of 33,333 shares, the total

number of shares of common stock reserved under the Plan totals 50,000 shares.

The 2011 Plan expired in 2021.

August 13, 2024, the Board of Directors adopted the American Battery Materials Inc.

2024 Incentive Compensation Plan, which was deemed

desirable and in the best interests of the Corporation, authorizing the executive officers to implement and administer this new plan,

reserving 800,000 shares of Common Stock for issuance.

As of December 31, 2025, the Company had stock options outstanding to purchase

566,000 shares of common stock under the Plan held by employees, directors and outside consultants.

October 15, 2025, following approval by our Board of Directors and by written consent of stockholders holding a majority of our outstanding

common stock, we amended our 2024 Incentive Compensation Plan to provide for an automatic share reserve mechanism equal to 17.5% of the

Company’s issued and outstanding shares of common stock on a fully diluted basis.

Under this provision, the number of shares available

for issuance under the plan automatically increases upon each issuance of common stock or convertible securities by an amount necessary

to maintain the 17.5% reserve (calculated on a fully diluted basis), with no downward adjustment if the Company’s capitalization

subsequently decreases.

This amendment was designed to provide equity-based awards to an increasing employee pool.

on Liability and Indemnification of Officers and Directors

certificate of Incorporation provides that no director will be liable to our company or our stockholders for monetary damages for breach

of fiduciary duty acting in his/her capacity as a director, except for liability (i) for any breach of the duty of loyalty to us or our

stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

under Section 174 of the Delaware General Corporation Law (the “DGCL”);

or, (iv) for any transaction from which the director

derived an improper personal benefit.

If the DGCL is amended to authorize corporate action further limiting or eliminating the personal

liability of a director, then the liability of a director to us shall be limited or eliminated to the fullest extent permitted by the

DGCL, as so amended from time-to-time.

certificate of incorporation and bylaws provide that we will indemnify any director, officer, employee, fiduciary, or agent of our company

(each a “Covered Person”) who was or is made or is threatened to be made a party to any action, suit or proceeding, whether

civil, criminal, administrative or investigative (a “Proceeding”), other than a Proceeding by or in the right of our company,

by reason of the fact that such person is or was a Covered Person, or, while a Covered Person, or is or was serving at the request of

our company as a Covered Person of another corporation, partnership, joint venture, trust or other enterprise, against all liability

and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with such

Proceeding if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of

our company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not,

of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be

in or not opposed to the best interests of our company and, with respect to any criminal action or proceeding, had reasonable cause to

believe that such person’s conduct was unlawful.

We will also have the power to indemnify our Covered Persons as set forth in the

DGCL or other applicable law.

certificate of incorporation and bylaws also provide that we will indemnify any person who was or is made a party or is threatened to

be made a party to any Proceeding by or in the right of our company to procure a judgment in its favor by reason of the fact that such

person is or was a Covered Person of our company or is or was serving at the request of our company as a Covered Person of another corporation,

partnership, joint venture, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys’

fees) actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner

he reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal action or proceeding,

had no reasonable cause to believe his conduct was unlawful.

The termination of any Proceeding by judgment, order, settlement, conviction

or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith

and in a manner which such person reasonably believed to be in or not opposed to the best interests of our company and, with respect to

any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

We will also have the

power to indemnify our Covered Persons as set forth in the DGCL or other applicable law.

Our certificate of incorporation and bylaws also

provide that we will indemnify any person who was or is made a party or is threatened to be made a party to any Proceeding by or in the

right of our company to procure a judgment in its favor by reason of the fact that such person is or was a Covered Person of our company

or is or was serving at the request of our company as a Covered Person of another corporation, partnership, joint venture, trust or other

enterprise, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such

person reasonably believed to be in or not opposed to the best interests of our company and except that no indemnification shall be made

in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to our company unless and only

to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine

upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and

reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem

Notwithstanding the foregoing, our company shall be required to indemnify a person in connection with a Proceeding (or part thereof)

commenced by such person only if the commencement of such Proceeding (or part thereof) by such person was authorized in the specific case

by the Board.

Our bylaws further provide that, to the extent

that a Covered Person has been successful on the merits or otherwise in defense of any Proceeding referred to above, or in defense of

any claim, issue or matter therein, we will indemnify such person against expenses (including attorneys’ fees) actually and reasonably

incurred by such person in connection therewith.

Expenses actually and reasonably incurred by a

Covered Person in defending a civil or criminal Proceeding may be paid by our company in advance of the final disposition of such Proceeding

upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person

is not entitled to be indemnified by our company.

Such expenses may be so paid upon such terms and conditions, if any, as the Board deems

We may purchase and maintain insurance on behalf

of any person who is or was a Covered Person, or is or was serving at the request of our company as a Covered Person of another corporation,

partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in

any such capacity, or arising out of his status as such, whether or not our company would have the power to indemnify such person against

such liability under the provisions of our bylaws.

fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person

acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of our company and

except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged

to be liable to our company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such

action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances

of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of

Delaware or such other court shall deem proper.

Notwithstanding the foregoing, our company shall be required to indemnify a person in

connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof)

by such person was authorized in the specific case by the Board.

bylaws further provide that, to the extent that a Covered Person has been successful on the merits or otherwise in defense of any Proceeding

referred to above, or in defense of any claim, issue or matter therein, we will indemnify such person against expenses (including attorneys’

fees) actually and reasonably incurred by such person in connection therewith.

actually and reasonably incurred by a Covered Person in defending a civil or criminal Proceeding may be paid by our company in advance

of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it

shall ultimately be determined that such person is not entitled to be indemnified by our company.

Such expenses may be so paid upon such

terms and conditions, if any, as the Board deems appropriate.

may purchase and maintain insurance on behalf of any person who is or was a Covered Person, or is or was serving at the request of our

company as a Covered Person of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted

against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not our company

would have the power to indemnify such person against such liability under the provisions of our bylaws.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of March 25, 2025, there were 2,586,982 shares

of common stock outstanding.

The following table sets forth certain information regarding the beneficial ownership of the outstanding

common shares as of March 25, 2025, by (i) each person who owns beneficially more than 5% of our outstanding common stock;

our executive officers and directors;

and (iii) all of our executive officers and directors as a group.

The shares listed include as to

each person any shares that such person has the right to acquire within 60 days from the date hereof.

Except as otherwise indicated, each

such person has sole investment and voting power with respect to such shares, subject to community property laws where applicable.

address of our executive officers and directors is at 500 West Putnam Avenue, Suite 400, Greenwich, CT, 6830.

The following table sets forth, as of March 25, 2025, certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person

known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock;

(ii) each director of the

of March 19, 2026, there were shares of common stock outstanding.

The following table sets forth certain information regarding the

beneficial ownership of the outstanding common shares as of March 19, 2026, by (i) each person who owns beneficially more than

5% of our outstanding common stock;

(ii) each of our executive officers and directors;

and (iii) all of our executive officers and directors

The shares listed include as to each person any shares that such person has the right to acquire within 60 days from the

Except as otherwise indicated, each such person has sole investment and voting power with respect to such shares, subject

to community property laws where applicable.

The address of our executive officers and directors is at 500 West Putnam Avenue, Suite

400, Greenwich, CT, 6830.

following table sets forth, as of March 19, 2026, certain information with regard to the record and beneficial ownership of the Company’s

common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common

(ii) each director of the Company;

(iii) each of the named executive officers;

and, (iv) all executive officers and directors of the Company as a group:

Number of Shares

Percentage of

Name and Address (1)

Executive Officers & Directors

Sebastian Lux

Jared Levinthal

Andrew Suckling

Justin Vorwerk

All Current Executive Officers and Directors as a Group (8 Persons)

and, (iv) all executive officers and directors

of the Company as a group:

and Address of Beneficial Owner (1)

Officers and Directors:

Executive Officers and Directors as a Group (8 persons)

Shareholders:

The mailing address for each officer and director is c/o American Battery Materials, Inc., 500 West Putnam Avenue, Suite 400, Greenwich, CT 06830.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of March 25, 2025.

In determining the percent of common stock owned by a person or entity as of March 25, 2025 (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities;

and, (b) the denominator is the sum of (i) the total shares of common stock outstanding as of March 25, 2025, which is 2,586,982, and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities.

Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

Based on 2,586,982 outstanding shares and 47,446 shares that may be acquired upon the exercise of the derivative securities as of March 25, 2025.

Includes shares owned by Cobrador Multi-Strategy Partners, LP, of which Mr.

Graber is the managing partner.

Includes shares owned by (i) Automated Retail Leasing Partners, LP, of which Ms.

Kane is the managing partner, and (ii) AJS Properties LLC, of which Ms.

Traverse Opportunity Fund LP

mailing address for each officer and director is c/o American Battery Materials Inc., 500 West Putnam Avenue, Suite 400, Greenwich,

Connecticut 06830.

The address for Marilyn Kane is 650 West Avenue, Miami Beach, Florida 33139.

ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to

Beneficial ownership also includes shares of stock subject to convertible notes and warrants convertible or exercisable

currently or within 60 days of March 19, 2026.

In determining the percent of common stock owned by a person or entity as of March

19, 2026, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which

may be acquired within 60 days on conversion or exercise of convertible notes and warrants;

and (b) the denominator is the sum of

(i) the total shares of common stock outstanding as of March 19, 2026, which is 3,727,085 and (ii) the total number of shares that

the beneficial owner may acquire upon exercise of the derivative securities.

Unless otherwise stated, each beneficial owner has sole

power to vote and dispose of its shares.

on (i) 3,727,085 shares of common stock outstanding as of March 19, 2026, and (ii) 270,477 shares of common stock that may be acquired

upon the exercise of stock options.

(i) 694,250 shares of common stock owned by Cobrador Multi-Strategy Partners, LLC, of which Mr.

Graber is the managing partner, (ii)

94,447 shares of common stock underlying options which can be exercised currently or within 60 days at his discretion.

(i) 51,947 shares of common stock underlying options which can be exercised currently or within 60 days at his discretion.

(i) 42,500 shares of common stock underlying options which can be exercised currently or within 60 days at his discretion.

(i) 12,572 shares of common stock owned by Quail Run Holding LLC, of which Mr.

Glenn is the managing partner (ii) 7,599 shares of

common stock underlying options which can be exercised currently or within 60 days at his discretion.

(i) 7,599 shares of common stock underlying options which can be exercised currently or within 60 days at his discretion.

(i) 178,756 shares of common stock owned by (i) Automated Retail Leasing Partners, LP, of which Ms.

Kane is the managing partner,

and (ii) AJS Properties LLC, of which Ms.

Kane is the manager.

Graber owns a non-controlling interest in Automated Retail Leasing Partners.

Changes in Control

The issuance of 50,000 shares of Series A Preferred

Graber owns a non-controlling interest in Automated Retail Leasing

issuance of 50,000 shares of Series A Preferred Stock to Dr.

Adam Lipson on August 23, 2022, was a change in control as it afforded Dr.

Lipson the voting power of 60% of all shares of

common stock issued and outstanding, giving Dr, Lipson voting control over all matters submitted to a vote of the common stockholders.

Lipson the voting power of 60% of all shares of common stock issued and outstanding, giving Dr, Lipson voting control over all matters

submitted to a vote of the common stockholders.

The preferred stock was converted to common stock on August 23, 2023.

We are not aware of any other arrangements that may result in “changes

in control” as that term is defined by the provisions of Item 403 of Regulation S.

Certain Relationships and Related

Transactions, and Director Independence.

Given our small size and limited financial resources

to date, we have not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive

officers, directors and significant stockholders.

While we satisfy the requirements of the DGCL for such related party transactions, we

intend to establish additional formal policies and procedures in the future so that such transactions will be subject to the review, approval

or ratification of our Board of Directors, or an appropriate committee thereof.

Director Independence

As our common stock is currently quoted on the

OTC Pink Open Market, we are not subject to the rules of any national securities exchange that requires a majority of a listed company’s

directors and specified committees of the board of directors to meet independence standards prescribed by such rules.

However, we consider

a majority of our Board members (consisting of Messrs.

Glenn, Levinthal, Suckling and Vorwerk) to be independent directors in accordance

with NYSE American listing rules.

We are not aware

of any other arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403 of

Regulation S.

Certain Relationships and Related Transactions, and Director Independence.

our small size and limited financial resources to date, we have not adopted formal policies and procedures for the review, approval or

ratification of transactions with our executive officers, directors and significant stockholders.

While we satisfy the requirements of

the DGCL for such related party transactions, we intend to establish additional formal policies and procedures in the future so that

such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof.

our common stock is currently quoted on the OTC Pink Open Market, we are not subject to the rules of any national securities exchange

that requires a majority of a listed company’s directors and specified committees of the board of directors to meet independence

standards prescribed by such rules.

However, we consider a majority of our Board members (consisting of Messrs.

Glenn, Levinthal, Suckling

and Vorwerk) to be independent directors in accordance with NYSE American listing rules.

Principal Accountant Fees and Services.

following table provides information regarding the professional audit services and other services rendered to us by GreenGrowth CPAs for

the year ended December 31, 2024, and for the last two quarters of our fiscal year ended December 31, 2023, and Pinnacle Accountancy Group

of Utah (a dba of the registered firm Heaton & Company, PLLC), for the first two quarters of 2023.

All fees described below were approved

by the Board :

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally provided by GreenGrowth CPAs in connection with statutory and regulatory filings or engagements.

“Audit-Related Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”

Fees” consist of fees billed for professional services for tax compliance, tax advice, and tax planning.

Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related Fees,

and Tax Fees.

Audit-Related Fees

During 2024 and 2023, there were no fees paid

to our principal accountants in connection with our compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

No other fees were

billed by principal accountants for the last two years that were reasonably related to the performance of the audit or review of our financial

statements and not reported under “Audit Fees” above.

There were no fees billed by principal accountants

during the last two fiscal years for professional services rendered for tax compliance, tax advice, or tax planning.

Accordingly, none

of such services were approved pursuant to pre-approval procedures or permitted waivers thereof.

All Other Fees

There were no other non-audit-related fees billed

to us by principal accountants in 2024 or 2023.

Pre-Approval Policies and Procedures

Engagement of accounting services by us is not

made pursuant to any pre-approval policies and procedures.

Rather, we believe that our accounting firm is independent because all of its

engagements by us are approved by our Board of Directors prior to any such engagement.

We do not have an Audit Committee.

All fees listed

above were pre-approved in accordance with this policy.

following table provides information regarding the professional audit services and other services rendered to us by GreenGrowth

CPAs for the years ended December 31, 2025, and 2024.

All fees described below were approved by Board:

Audit-Related

Other Fees (4)

Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial statements,

review of our quarterly financial statements, and services that are normally provided by GreenGrowth CPAs in connection with statutory

and regulatory filings or engagements.

“Audit-Related

Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the

performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.

are rendered by legal counsel Olshan Frome Wolosky LLP.

Fees” consist of fees billed for professional services rendered by Pinnacle Accountancy Group of Utah for tax compliance, tax

advice, and tax planning.

Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related

Fees, and Tax Fees.

Policies and Procedures

The Audit Committee is responsible for the pre-approval of all audit and non-audit services in accordance with applicable

SEC requirements to ensure auditor independence.

Because the Audit Committee was constituted in December 2025, all fees and services provided

during fiscal year 2025 were reviewed and pre-approved by the full Board of Directors prior to the formation of the Audit Committee.

fees disclosed above were pre-approved in this manner

Exhibits and Financial Statement Schedules.

Documents filed as part of this Annual Report :

The Company’s consolidated financial statements and related notes thereto are listed and included in this Annual Report (Item 8).

Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.

Report of Independent Registered Public Accounting Firm.

Notes to Financial Statements.

The exhibits listed in the following Exhibit Index

are filed as part of this Annual Report:

Certificate of Incorporation, dated March 26, 2007 (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).

Bylaws, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).

Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 7, 2010).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 1, 2018).

Certificate of Designation for Series A Preferred Shares (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 23, 2023).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 26, 2023).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 24, 2025).

Description of Securities

Subsidiaries of the Registrant.*

filed as part of this Annual Report :

Company’s consolidated financial statements and related notes thereto are listed and included in this Annual Report (Item 8).

statement schedules have been omitted either because they are not applicable, not required, or the information required to be set

forth therein is included in the financial statements or notes thereto.

of Independent Registered Public Accounting Firm.

to Financial Statements.

exhibits listed in the following Exhibit Index are filed as part of this Annual Report:

of Incorporation, dated March 26, 2007 (incorporated by reference to the Company’s Registration Statement on Form S-1 filed

on April 9, 2010).

as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).

of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference to the Company’s Current Report

on Form 8-K filed on October 7, 2010).

of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed

on March 1, 2018).

of Designation for Series A Preferred Shares (incorporated by reference to the Company’s Current Report on Form 8-K filed on

August 23, 2022).

of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed

on October 26, 2022).

of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed

on August 8, 2023).

of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed

on January 24, 2025).

Description of Securities (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 21, 2023).

Form of Note Amendment and Extension Agreement between the Company and investors (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 16, 2024).