Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.

Departure of Chief Financial Officer

On August 15, 2025, Benjamin Piggott departed from his role as Chief Financial Officer of the Company. Mr. Piggott will transition to a new role as Director of Corporate Development of the Company. In his new position Mr. Piggott will be paid a salary of $225,000 per year plus certain other benefits. A copy of Mr. Piggott's engagement letter is attached hereto as Exhibit 10.1.

Appointment of Chief Financial Officer

On August 15, 2025, the Board appointed Victoria Hay as the Chief Financial Officer and Principal Financial Officer of the Company. Mrs. Hay, 42, has been the co-owner and President of Flexible Consulting, LLC, a financial and accounting consulting firm, since May 2021. In her capacity as President of Flexible Consulting, LLC, Mrs. Hay has acted as a financial and accounting advisor for numerous companies, including acting as contracted Interim Chief Financial Officer of Nauticus Robotics and Chief Financial Officer of Enovate, an AI company focused on the oil and gas sector. Prior to her time at Flexible Consulting, LLC, Mrs. Hay was at Weatherford International plc (NASDAQ: WFRD) from 2008 to May 2021 in accounting and finance roles of increasing seniority, most recently as the Senior Director - Global Accounting and Reporting Services. Mrs. Hay began her career as a finance analyst with Morgan Stanley. Mrs. Hay is a CIMA chartered accountant and has a BSC (Hon) in Biotechnology and Management from Edinburgh University.

Mrs. Hay, through Flexible Consulting, LLC, will receive cash compensation of $20,000 per month and up to $2,000 per month of expense reimbursement. Mrs. Hay will also be granted $150,000 of common stock of the Company valued and issued on January 2, 2026. A copy of Mrs. Hay's engagement letter is attached hereto as Exhibit 10.2.

There is no arrangement or understanding between Mrs. Hay and any other person pursuant to which she was to be selected as an officer, and there is no family relationship between Mrs. Hay and any of the Company's directors, executive officers, or any person nominated or chosen by the Company to become a director or executive officer.

Since March 2025, the Company has engaged Flexible Consulting, LLC, where Mrs. Hay is President, and which she co-owns, to provide it with accounting and finance services relating to its quarterly and monthly reporting. The total value of services provided to date is $123,000.