Paid, Inc.

Item 1.01. Entry Into a Material Definitive Agreement On October 13, 2022, the Company entered in a Securities Purchase Agreement with respect to a secured $1,875,000 convertible note made by Embolx, Inc. The note was purchased at a 20% ($375,000) original issue discount and is subject to a 9-month maturity, after which, if unpaid would then carry a 20% interest rate. The Company has the option to convert the note into shares of common stock of Embolx. The note is secured by substantially all assets of Embolx. Under the SPA, the Company has a right to purchase additional notes and receive warrants on the same terms for a total potential investment amount of $2,000,000 with an additional over-allotment option of $500,000 as defined in the securities purchase agreement. As of July 19, 2023, the note was in default and carried an additional 20% penalty and 20% interest resulting in $578,425 of other income which was recognized in the Company’s consolidated financial statements for the year ended December 31, 2023. In March 2024, the Company amended and replaced the note and terminated certain warrants related to it. The terms on the amended note include an additional investment by the Company of $500,000 with a 25% original issue discount and was due on June 19, 2024. The Company was granted a $50,000 increase to the debt owed by Embolx which was applied toward related expenses. The note receivable was in default effective June 19, 2024. On July 29, 2024, the Board of Directors approved an extension with Embolx which was effective as of January 31, 2025. The Company entered into a Forbearance and Loan Modification Agreement with Embolx which extended the note of $5,967,100 until September 30, 2025 and carried a 25% interest rate. On September 30, 2025 the Company amended the Forbearance Agreement to expire on August 31, 2026. By letter agreement dated August 31, 2026, the Company further extended the Forbearance Agreement through October, 31, 2026.