On July 2, 2025, we entered into note purchase agreements (the “July Note Purchase Agreements”) with two purchasers (the “July Purchasers,” and each a “July Purchaser”) who are also a holders of the Company's Series C Preferred Stock and Series D Preferred Stock as well as a holder of certain of our convertible notes payable. Pursuant to the July Note Purchase Agreements, we issued two Convertible Promissory Notes to the July Purchasers, each in a principal amount of $40,698 for a purchase price of $35,000 (collectively, the “July Promissory Notes”). The Note Purchase Agreements accrue interest at 14% per annum and have a 12-month maturity date. The June and July Promissory Notes may be converted to shares of our common stock at a conversion price of $0.587 per share.

Pursuant to the June and July Note Purchase Agreements, each of the June Purchasers and July Purchasers warrants to purchase shares of our common stock in an amount equal to 25% of the purchase price paid by each investor (the “Note Warrants” and each a “Note Warrant”). One June Purchaser received a Note Warrant for $20,833 worth of shares of our common stock, and the other June Purchasers received Note Warrants for $12,500 worth of shares of our common stock. Both July Purchasers received Note Warrants for $8,750 worth of shares of our common stock. All Note Warrants have an exercise price of $0.587 per share of our common stock. Because the Note Warrants entitle the holder to a number of shares based on a share value, the number of shares issuable upon exercise of a Note Warrant will change if the exercise price is adjusted.

The June and July Promissory Notes and the Note Warrants were sold in reliance upon an exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder. We received gross proceeds of $253,333 from the sale of the June and July Promissory Notes and Note Warrants, before deducting offering expenses. The proceeds of the June and July Promissory Notes were used to fund operational expenses of the Company, including the funding of a loan to Standard Waste.

On each of June 9, June 24, and June 27, 2025, we entered into several note purchase agreements, or the Additional June 2025 Note Purchase Agreements, pursuant to which we issued convertible promissory notes, or the Additional June 2025 Convertible Notes, to investors, each an Additional June 2025 Purchaser and together the Additional June 2025 Purchasers, in the principal amount of $1.3 million and warrants to purchase common stock of the Company, or the Additional June 2025 Warrants. We received gross and net proceeds of $1.1 million from the sale of the Additional June 2025 Convertible Notes and Additional June 2025 Warrants, or the Additional June 2025 Note Financing. The Additional June 2025 Note Purchase Agreements provide that all proceeds from the Additional June 2025 Notes were used for operational expenses and to provide additional funding to Standard Waste.

Subject to certain limitations under the First June 2025 Note Purchase Agreement and the Additional June 2025 Purchase Agreements, or together the Purchase Agreements, while any portion of the First June 2025 Convertible Note and Additional June 2025 Convertible Notes is outstanding, or together the Convertible Notes, we must inform the Purchasers of any proceeds we receive from the issuance of our securities. After receipt of this notice, the Purchasers have ten trading days to require that we apply all proceeds received from the sale of our securities to repay any or all of the amounts outstanding under the Convertible Notes.

The Note Purchase Agreements contain certain covenants and customary representations and warranties of the Company and the parties, piggyback registration rights, restrictions on variable rate transactions, participation rights, indemnification obligations of the parties, termination provisions, and other obligations and rights of the parties.

The Purchasers may exercise their conversion rights under their respective convertible note agreements at any time after the Issue Date, as defined therein, until all amounts owed under the Convertible Notes have been satisfied. The First June 2025 Convertible Note is a senior, unsecured obligation of the Company, with priority over all existing and future indebtedness; the Additional June 2025 Purchasers will not be entitled to any payments of principal or interest until the company has repaid all outstanding obligations under the First June 2025 Convertible Note. Interest for the Convertible Notes will be payable in cash or, at the holder’s election beginning 6 months after issuance, by increasing the outstanding principal in the aggregate principal amount of the interest accrued for the applicable interest period. Interest will accrue at a rate of 14% per annum, provided, however, that for the first 6 months following the Issue Date, interest on the principal will accrue immediately and be guaranteed. The rate of interest will increase immediately in connection with any Event of Default, as defined therein, up to an interest rate of 24% and will compound daily until the Event of Default is cured or the outstanding principal and accrued but unpaid interest is paid in full. Interest will be payable quarterly in arrears commencing September 15, 2025. The Convertible Notes may be prepaid in full or in part in accordance with the terms therein.

The holders may not exercise their conversion rights if the conversion would result in the holders (and their affiliates) beneficially owning in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, which percentage may be increased up to 9.99% at the holder’s election with 61 days prior written notice to the Company.

The number of shares of Common Stock to be issued upon each conversion is determined by dividing the Conversion Amount, as defined therein, by the applicable conversion price then in effect on the date specified in the notice of conversion. The Conversion Amount is the sum of the principal to be converted plus, at the holder’s election, any accrued and unpaid interest. The initial conversion price, subject to adjustment, was $0.587. The Convertible Notes will mature one year from their respective issuance dates, or such earlier date as the Convertible Notes are required or permitted to be repaid in accordance with their terms.

In connection with the Note Financings, we issued the June 2025 Purchasers the June 2025 Warrants to purchase an aggregate of $3.5 million worth of shares of the Company’s Common Stock. The June 2025 Warrants had an initial exercise price of $0.587 per share, subject to adjustment, were immediately exercisable and expires upon the earlier of (i) five years from the date of issuance or (ii) when the June 2025 Warrants are exercised in full. In July 2025, due to an inducement related to the Series C preferred stock, the conversion price of the Convertible Notes and the exercise price of the June 2025 Warrants was adjusted to $0.30. The Note Purchasers will not have the right to exercise any portion of the June 2025 Warrants if they (together with their affiliates) would beneficially own in excess of 4.99%, as such percentage ownership is determined in accordance with the terms of the June 2025 Warrants, of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, which percentage be increased up to 9.99% at their election with 61 days prior written notice to the Company. The June 2025 Warrants were sold in reliance upon an exemption from the registration requirement of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder.

We elected to apply the fair value option for all of the June 2025 Notes and June 2025 Warrants as of their issuance date. The fair value of the June 2025 Notes on the dates of issuance was $8.6 million and the fair value as of September 30, 2025 was $2.6 million. Accordingly, a fair value adjustment of $2.7 million and $3.5 million is reflected in other income (expense) for the three and nine months ended September 30, 2025. The fair value of the June 2025 Warrants on the dates of issuance was $2.9 million. The June 2025 Warrants are considered permanent equity and do not need to be remeasured. Given the fair value at issuance of the June 2025 Notes and June 2025 Warrants was in excess of the cash proceeds received, we incurred a loss on debt issuance of $7.3 million related to the June 2025 Notes and the June 2025 Warrants for the three and nine months ended September 30, 2025.

On June 5, 2025, we entered into a note purchase agreement, or the First June 2025 Purchase Agreement, pursuant to which we issued a convertible promissory note, or the First June 2025 Convertible Note, to an investor, the First June 2025 Purchaser, in the principal amount of $3.6 million and a warrant to purchase common stock of the Company, or the First June 2025 Warrant. We received gross and net proceeds of $3.1 million from the sale of the First June 2025 Convertible Note and First June 2025 Warrant, or the First June 2025 Note Financing. On August 26, 2025, the Company made a principal payment of $2.2 million against the June 5, 2025 note.

In July 2025, holders of the June 5 and June 9 notes converted $0.4 million of the Convertible Notes into 0.7 million shares of common stock at a par value of $0.001.

On August 19, 2025, we were notified by Nasdaq that as a result of the Company’s previously disclosed noncompliance with Nasdaq Listing Rule 5550(a)(2), Nasdaq has determined to delist our common stock from the Nasdaq Capital Market and, accordingly, suspended trading in our common stock effective at the open of trading on August 21, 2025. The delisting of our common stock from Nasdaq constitutes a technical “event of default” for the following securities:

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June 5, 2025 senior unsecured convertible promissory note issued to DFU, LLC with the principal amount of $3,600,000.

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June 9, 2025 senior unsecured convertible notes issued to each of Keystone Capital Partners, LLC and Seven Knots, LLC in the principal amount of $232,550.

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June 9, 2025 senior unsecured convertible notes issued to C/M Capital Master Fund LP in the principal amount of $116,280.

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June 9, 2025 senior unsecured convertible notes issued to WVP Emerging Manager Onshore Fund in the principal amount of $348,837.

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June 24, 2025 senior unsecured convertible promissory note issued to certain purchasers for the aggregate purchase price of $100,000.

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June 27, 2025 Convertible Promissory Notes to Purchasers in the principal amount of $58,140 for a purchase price of $50,000 and issued the other June Purchaser a Convertible Promissory Note in the principal amount of $96,899 for a purchase price of $83,333.

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July 2, 2025 Convertible Promissory Notes to the July Purchasers, each in a principal amount of $40,698 for a purchase price of $35,000; and

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July 23, 2025 convertible promissory note issued to Seven Knots as consideration for it entering into the 2025 ELOC Purchase Agreement for the principal amount of $10,000,000