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

(c), (e)

On December 15, 2025, the Board of Directors of the Company appointed Martin Scott as the Company's interim Chief Financial Officer (principal financial and accounting officer), effective immediately.

Prior to his appointment, Mr. Scott has served as founder and executive officer of Martin Scott CFO Consulting Services Inc. since 2002. From September 1, 2023 to January 15, 2024, Mr. Scott served as chief financial officer of LUVU Brands, Inc. [OTCQB: LUVU]. From March 2022 to January 2023, Mr. Scott served as chief financial officer of MGO Global, Inc, [Nasdaq:MGOL]. Subsequently that company was acquired by Heidmar Maritime Holdings Corp [Nasdaq:HMR].

Mr. Scott is a Certified Public Accountant.

In connection with Mr. Scott's appointment, the Company entered into an Employment Agreement with Mr. Scott pursuant to which the Company agreed to compensate Mr. Scott as follows for his services: (A) a monthly base salary of $25,000, and (B) the following bonuses upon achieving the applicable milestones, subject to approval from the Company's Board of Directors: (i) $20,000 upon filing of the Company's Annual Report on Form 10-K and (ii) $30,000 upon the closing of a merger or change of control. In addition, Mr. Scott is eligible to receive equity grants under the Company's 2025 Equity Incentive Plan.

There are no arrangements or understandings between Mr. Scott and any other person pursuant to which he was selected as an officer. Mr. Scott has no family relationships with any director or executive officer of the Company, and there are no transactions in which she has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The foregoing description of Mr. Scott's Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1.