−Removed: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+Added: Market for Registrant’s Common
+Added: Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Market Information
−Removed: The high and low per share closing sales prices of the Company’s stock on the NASDAQ Market (ticker symbol:
−Removed: SDOT (f/k/a GRIL)) for each quarter for the years ended December 31, 2024 and 2023 were as follows:
−Removed: Quarter Ended High Low
−Removed: March 31, 2023 $ 15.05 $ 8.20
−Removed: June 30, 2023 $ 14.80 $ 10.70
−Removed: September 30, 2023 $ 13.60 $ 6.99
−Removed: December 31, 2023 $ 7.97 $ 3.90
−Removed: March 31, 2024 $ 4.24 $ 2.89
−Removed: June 30, 2024 $ 4.61 $ 2.24
−Removed: September 30, 2024 $ 6.05 $ 3.27
−Removed: December 31, 2024 $ 5.25 $ 2.52
+Added: Our Common Stock is traded on the Nasdaq Capital Market
+Added: under the symbol “SDOT”.
Transfer Agent
−Removed: Our transfer agent is Computershare, Inc., located at, 462 South 4th Street, Suite 1600, Louisville, KY 40202, and its telephone number is 1-877-373-6374.
−Removed: As of November 4, 2024, there were 49,599 holders of record of our common stock.
−Removed: We have never declared or paid any cash dividends on our common stock.
+Added: Our transfer agent is Computershare, Inc., located
+Added: at, 462 South 4th Street, Suite 1600, Louisville, KY 40202, and its telephone number is 1-877-373-6374.
+Added: As of April 26, 2026, there were 307 holders of record
+Added: of our common stock.
+Added: We have never declared or paid any cash dividends
+Added: on our common stock.
We currently intend to retain future earnings, if any, to finance the expansion of our business.
−Removed: As a result, we do not anticipate paying any cash dividends in the foreseeable future.
−Removed: As of December 31, 2024 and 2023, we had warrants to purchase an aggregate of 1,593,020 and 1,738,002 shares of common stock, respectively, outstanding with a weighted average exercise price of $18.62 and $19.69 per share, respectively.
−Removed: Securities Authorized for Issuance Under Equity Compensation Plans
+Added: As a result, we
+Added: do not anticipate paying any cash dividends in the foreseeable future.
+Added: As of December 31, 2025 and 2024, we had warrants
+Added: to purchase an aggregate of 131,843 and 159,313 shares of common stock, respectively, outstanding with a weighted average exercise price
+Added: of $178.57 and $186.20 per share, respectively.
+Added: Securities Authorized for Issuance Under Equity
+Added: Compensation Plans
Equity Compensation Plan Information
−Removed: The following table provides information, as of December 31, 2024, with respect to equity securities authorized for issuance under compensation plans:
−Removed: Plan category No.
−Removed: of securities
−Removed: upon exercise
−Removed: of outstanding
−Removed: options under
−Removed: the plan Weighted-average
−Removed: exercise price
−Removed: of outstanding
−Removed: options under
−Removed: of securities
−Removed: available for
−Removed: future issuance
+Added: The following table provides information, as of December 31,
+Added: 2025, with respect to equity securities authorized for issuance under compensation plans:
+Added: Plan category
+Added: of securities to be issued upon exercise of outstanding options under the plan
+Added: Weighted-average exercise price of outstanding options under the plan
+Added: of securities remaining available for future issuance
2024 Equity compensation plans approved by security holders
1 unchanged sentence
2021 Equity compensation plans approved by security holders
−Removed: Total 81,250 10.84 348,064
Performance Graph
−Removed: As a smaller reporting company, we are not required to provide the performance graph required by Item 201I of Regulation S-K.
−Removed: Unregistered Sales of Equity Securities and Use of Proceeds
+Added: As a smaller reporting company, we are not required
+Added: to provide the performance graph required by Item 201I of Regulation S-K.
+Added: Unregistered Sales of Equity Securities and Use
Issuance of Stock
−Removed: On January 5, 2023, the Company authorized the issuance of an aggregate of 3,131 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2022.
−Removed: On March 27, 2023, the Company authorized the issuance of 284,881 shares of common stock to a Aggia for services rendered.
−Removed: On April 5, 2023 the Company authorized the issuance of 2,974 shares of common stock to the members of the board of directors as compensation earned during the first quarter of 2023.
−Removed: On May 10, 2023 the Company authorized the issuance of 13,965 shares of common stock to a consultant for services rendered.
−Removed: On May 25, 2023, the Company authorized the issuance of 272,002 shares of common stock to Aggia for services rendered.
−Removed: On June 30, 2023, the Company vested 85,472 shares of common stock to a consultant for services rendered.
−Removed: On July 11, 2023, the Company authorized the issuance of an aggregate of 3,298 shares of common stock to the members of the board of directors as compensation earned during the second quarter of 2023.
−Removed: On July 14, 2023, the Company issued 885,545 Restricted Share Awards to Aggia, with an effective issuance date of April 1, 2023.
−Removed: On July 27, 2023, the Company authorized the issuance of 215,331 shares of common stock to Altium in exchange for the exercise of warrants.
−Removed: On August 15, 2023, the Company authorized the issuance of 5,000 shares of common stock to a consultant for services rendered.
−Removed: On September 25, 2023, the Company authorized the issuance of 22,727 shares of common stock in fees to a consultant for services rendered related to the SEPA.
−Removed: On September 30, 2023, the Company vested 53,831 shares of common stock to to a consultant for services rendered.
−Removed: On October 2, 2023, the Company authorized the issuance of an aggregate of 6,365 shares of common stock to the members of the board of directors as compensation earned during the third quarter of 2023.
−Removed: On October 20, 2023, the Company authorized the issuance of 8,550 shares of common stock to consultants for services rendered.
−Removed: On November 6, 2023, the Company authorized the issuance of 8,043 shares of common stock in connection with the conversion of notes payables.
−Removed: On November 14, 2023, the Company authorized the issuance of 15,911 shares of common stock in connection with the conversion of notes payables.
−Removed: On November 29, 2023, the Company authorized the issuance of 23,732 shares of common stock in connection with the conversion of notes payables.
−Removed: On December 13, 2023, the Company authorized the issuance of 27,132 shares of common stock in connection with the conversion of notes payables.
−Removed: On December 19, 2023, the Company authorized the issuance of 26,791 shares of common stock in connection with the conversion of notes payables.
−Removed: On December 19, 2023, the Company issued 202,260 RSA's to certain members of the board of directors, consultants and employees.
−Removed: Total RSA vested as a result of the departure of certain members of the board of directors were 17,640 shares for 2023.
−Removed: The remaining RSA vest ratably over 12 quarters with the first vesting starting on March 31, 2024.
−Removed: On December 31, 2023, the Company vested 20,986 shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2023.
−Removed: On January 4, 2024 the Company authorized the issuance of 10,564 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023.
−Removed: The Company accrued for the liability as of December 31, 2023.
−Removed: On January 8, 2024, the Company authorized the issuance of 27,694 shares of common stock in connection with the conversion of notes payable.
−Removed: On January 11, 2024, the Company authorized the issuance of 27,891 shares of common stock in connection with the conversion of notes payable.
−Removed: On January 22, 2024, the Company authorized the issuance of 30,577 shares of common stock in connection with the conversion of notes payable.
−Removed: On January 29, 2024, the Company authorized the issuance of 30,443 shares of common stock in connection with the conversion of notes payable.
−Removed: On February 16, 2024 the Company authorized the issuance of 300 shares of common stock to a consultant for services rendered.
−Removed: On February 16, 2024, the Company authorized the issuance of 30,572 shares of common stock in connection with the conversion of notes payable.
−Removed: On March 15, 2024, the Company authorized the issuance of 60,885 shares of common stock in connection with the conversion of notes payable.
−Removed: On March 20, 2024, the Company authorized the issuance of 76,077 shares of common stock in connection with the conversion of notes payable.
−Removed: On March 28, 2024 the Company authorized the issuance of 7,950 shares of common stock to a consultant for services rendered.
−Removed: On March 31, 2024, the Company vested 50,094 shares of common stock to Aggia as consulting fees earned during the first quarter of 2024.
−Removed: On June 30, 2024, the Company vested 139,899 shares of common stock to Aggia as consulting fees earned during the second quarter of 2024.
−Removed: On August 14, 2024, the Company authorized the issuance of 54,981 shares of common stock in connection with the conversion of notes payable.
−Removed: On August 19, 2024, the Company authorized the issuance of 104,249 shares of common stock in connection with the conversion of notes payable.
−Removed: On August 26, 2024 the Company authorized the issuance of 47,500 shares of common stock to a consultant for services rendered.
−Removed: On September 27, 2024, the Company authorized the issuance of 62,549 shares of common stock in connection with the conversion of notes payable.
−Removed: On September 30, 2024, the Company vested 121,149 shares of common stock to Aggia as consulting fees earned during the third quarter of 2024.
−Removed: On December 3, 2024, the Company entered into a Purchase Agreement (the “Purchase Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with institutional investors (“Purchasers”) and issued an aggregate of $3.75 million aggregate principal amount of convertible senior notes due in 2025 (the “Notes”) for aggregate gross proceeds of approximately $3.0 million, before deducting fees to the placement agent and other expenses payable by the Company (the “Offering”).
−Removed: RBW Capital Partners LLC, offering all securities through Dominari Securities LLC, served as the exclusive placement agent for the Offering.
+Added: On January 4, 2024, the Company authorized the issuance
+Added: of 1,056 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023.
+Added: On January 8, 2024, the Company authorized the issuance
+Added: of 2,769 shares of common stock in connection with the conversion of notes payable.
+Added: On January 11, 2024, the Company authorized the issuance
+Added: of 2,789 shares of common stock in connection with the conversion of notes payable.
+Added: On January 22, 2024, the Company authorized the issuance
+Added: of 3,058 shares of common stock in connection with the conversion of notes payable.
+Added: On January 29, 2024, the Company authorized the issuance
+Added: of 3,044 shares of common stock in connection with the conversion of notes payable.
+Added: On February 16, 2024, the Company authorized the issuance
+Added: of 30 shares of common stock to a consultant for services rendered.
+Added: On February 16, 2024, the Company authorized the issuance
+Added: of 3,057 shares of common stock in connection with the conversion of notes payable.
+Added: On March 15, 2024, the Company authorized the issuance
+Added: of 6,089 shares of common stock in connection with the conversion of notes payable.
+Added: On March 20, 2024, the Company authorized the issuance
+Added: of 7,608 shares of common stock in connection with the conversion of notes payable.
+Added: On March 28, 2024, the Company authorized the issuance
+Added: of 795 shares of common stock to a consultant for services rendered.
+Added: On March 31, 2024, the Company vested 5,009 shares
+Added: of common stock to Aggia as consulting fees earned during the fourth quarter of 2023.
+Added: On June 30, 2024, the Company vested 13,990 shares
+Added: of common stock to Aggia as consulting fees earned during the first quarter of 2024.
+Added: On August 14, 2024, the Company authorized the issuance
+Added: of 5,498 shares of common stock in connection with the conversion of notes payable.
+Added: On August 19, 2024, the Company authorized the issuance
+Added: of 10,425 shares of common stock in connection with the conversion of notes payable.
+Added: On August 26, 2024 the Company authorized the issuance
+Added: of 4,750 shares of common stock to a consultant for services rendered.
+Added: On September 27, 2024, the Company authorized the
+Added: issuance of 6,255 shares of common stock in connection with the conversion of notes payable.
+Added: On September 30, 2024, the Company vested 12,115 shares
+Added: of common stock to Aggia as consulting fees earned during the second quarter of 2024.
+Added: On December 3, 2024, the Company entered into a Purchase
+Added: Agreement (the “Purchase Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with
+Added: institutional investors (“Purchasers”) and issued an aggregate of $3.75 million aggregate principal amount of convertible
+Added: senior notes due in 2025 (the “Notes”) for aggregate gross proceeds of approximately $3.0 million, before deducting fees
+Added: to the placement agent and other expenses payable by the Company (the “Offering”).
+Added: RBW Capital Partners LLC, offering all
+Added: securities through Dominari Securities LLC, served as the exclusive placement agent for the Offering.
The Offering closed on December
Pursuant to the Purchase Agreement, the Notes were issued with an original issue discount of 20%.
−Removed: The Notes will mature on December 4, 2025, unless earlier converted upon the satisfaction of certain conditions.
−Removed: The conversion price of the Notes is $4.10 per share of common stock.
−Removed: The Notes include a “Most Favored Nation” clause which grants to the Purchasers the right to claim better conversion terms should the Company provide such to any as long as the Notes are outstanding.
−Removed: The Purchasers will be prohibited from effecting a conversion of the Notes to the extent that, as a result of such conversion, a Purchaser would beneficially own more than 9.99% of the shares of common stock outstanding immediately after giving effect to such conversion.
−Removed: The Company agreed to register the shares of common stock underlying the Notes for resale under a Registration Statement on Form S-3, pursuant the Securities Act of 1933.
−Removed: The Notes contain a covenant prohibiting the Company to incur, guarantee or assume any indebtedness, other than certain permitted indebtedness, create or allow or suffer any mortgage, lien, security interest or other encumbrance on its property or assets , other than permitted liens, redeem, defease, repurchase, repay or make any payments in respect of any indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event of default under the Notes has occurred and is continuing, declare or pay any cash dividend or distribution on any stock or other equity interest of the Company, or make, any change in the nature of its business or modify its corporate structure or purpose.
−Removed: The Notes contain customary events of default and customary penalties for the Company’s failure to issue conversion shares on a timely basis.
−Removed: The Registration Rights Agreement contains customary penalties for our failure to file the registration statement or cause it to become effective on a timely basis and for certain other events.
−Removed: On December 31, 2024, the Company vested 160,413 shares of common stock to Aggia as consulting fees earned during the forth quarter of 2024.
−Removed: The Company issued and sold the above securities in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D thereunder.
+Added: The Notes matured on December
+Added: 4, 2025, unless earlier converted upon the satisfaction of certain conditions.
+Added: The conversion price of the Notes is $41.0 per share of
+Added: common stock.
+Added: The Notes include a “Most Favored Nation” clause which grants to the Purchasers the right to claim better conversion
+Added: terms should the Company provide such to any as long as the Notes are outstanding.
+Added: The Purchasers will be prohibited from effecting a
+Added: conversion of the Notes to the extent that, as a result of such conversion, a Purchaser would beneficially own more than 9.99% of the
+Added: shares of common stock outstanding immediately after giving effect to such conversion.
+Added: The Company agreed to register the shares of common
+Added: stock underlying the Notes for resale under a Registration Statement on Form S-3, pursuant the Securities Act of 1933.
+Added: The Notes contain
+Added: a covenant prohibiting the Company to incur, guarantee or assume any indebtedness, other than certain permitted indebtedness, create or
+Added: allow or suffer any mortgage, lien, security interest or other encumbrance on its property or assets , other than permitted liens, redeem,
+Added: defease, repurchase, repay or make any payments in respect of any indebtedness if at the time such payment is due or is otherwise made
+Added: or, after giving effect to such payment, an event of default under the Notes has occurred and is continuing, declare or pay any cash dividend
+Added: or distribution on any stock or other equity interest of the Company, or make, any change in the nature of its business or modify its
+Added: corporate structure or purpose.
+Added: The Notes contain customary events of default and customary penalties for the Company’s failure
+Added: to issue conversion shares on a timely basis.
+Added: The Registration Rights Agreement contains customary penalties for our failure to file the
+Added: registration statement or cause it to become effective on a timely basis and for certain other events.
+Added: On December 31, 2024, the Company vested 16,041 shares
+Added: of common stock to Aggia as consulting fees earned during the fourth quarter of 2024.
+Added: On March 25, 2025, the Company authorized the issuance
+Added: of 3,407 shares of common stock to consultants for services rendered.
+Added: On March 31, 2025, the Company vested 7,934 shares
+Added: of common stock to Aggia as consulting fees earned during the first quarter of 2025.
+Added: On April 25, 2025, the Company exchanged a note payable
+Added: of $25.0 thousand for 1,894 shares of common stock.
+Added: On April 30, 2025, the Company exchanged a note payable
+Added: of $0.1 million for 4,924 shares of common stock.
+Added: On May 6, 2025, the Company exchanged a note payable
+Added: of $0.1 million for 4,274 shares of common stock.
+Added: On May 12, 2025, the Company exchanged a note payable
+Added: of $0.1 million for 4,856 shares of common stock.
+Added: On May 14, 2025, the Company exchanged a note payable
+Added: of $0.1 million for 5,769 shares of common stock.
+Added: On May 19, 2025, the Company exchanged a note payable
+Added: of $0.2 million for 15,000 shares of common stock.
+Added: On May 28, 2025, the Company exchanged a note payable
+Added: of $0.1 million for 10,416 shares of common stock.
+Added: On June 2, 2025, the Company exchanged a note payable
+Added: of $0.1 million for 11,111 shares of common stock.
+Added: On June 10, 2025, the Company exchanged a note payable
+Added: of $0.2 million for 16,667 shares of common stock.
+Added: On June 12, 2025, the Company exchanged a note payable
+Added: of $0.3 million for 30,000 shares of common stock.
+Added: On June 15, 2025, the Company exchanged a note payable
+Added: of $0.2 million for 19,000 shares of common stock.
+Added: On June 30, 2025, the Company authorized the issuance
+Added: of 7,770 shares of common stock to consultants for services rendered.
+Added: On July 25, 2025, the Company authorized the issuance
+Added: of 250,000 shares of common stock to a placement agent for services rendered in connection with an offering.
+Added: On August 19, 2025, the Company authorized the issuance
+Added: of 5,000 shares of common stock to a consultant for services rendered.
+Added: On September 23, 2025, the Company authorized the
+Added: issuance of 44,370 shares of common stock in connection with the conversion of notes payable.
+Added: On September 23, 2025, the Company entered into a
+Added: Purchase Agreement with Helena Global Investment Opportunities I Ltd.
+Added: (“Helena”), pursuant to which the Company has the right,
+Added: but not the obligation, to sell up to $10,000,000 of common stock to Helena (the “Commitment Amount”).
+Added: Sales occur via Advance
+Added: Notices at 97% of the lowest daily closing VWAP during the Pricing Period (subject to 90% adjustment for intra-day volatility >7%).
+Added: The Company issued 13,849 Commitment Fee Shares (plus potential Make-Whole Shares) and agreed to pay a 1.25% placement agent fee.
+Added: Company fails to submit Advance Notices aggregating at least $2,000,000 within six months following registration effectiveness, it must
+Added: pay $100,000 in liquidated damages for every subsequent 30-day period until met.
+Added: Registration failure triggers additional 2.0% of the
+Added: Commitment Amount monthly liquidated damages.
+Added: Sales are subject to 4.99% Ownership Limitation, Registration Limitation, and 19.99% Exchange
+Added: Cap (unless shareholder approval obtained).
+Added: The agreement terminates upon full draw, expiration, or Nasdaq delisting.
+Added: On September 24, 2025, the Company authorized the
+Added: issuance of 13,849 shares of common stock in connection with the conversion of notes payable.
+Added: On September 30, 2025, the Company authorized the
+Added: issuance of 37,063 warrants in connection with the conversion of notes payable.
+Added: On September 30, 2025, the Company authorized the
+Added: issuance of 9,940 shares of common stock to consultants for services rendered.
+Added: On October 15, 2025, the Company exchanged a note
+Added: payable of $0.5 million for 100,000 shares of common stock.
+Added: On October 15, 2025, the Company entered into Securities
+Added: Purchase Agreements with certain accredited investors pursuant to which the Company agreed to sell an aggregate of 103,577 shares of the
+Added: Company’s Common Stock at a purchase price of $5.20 per share, for aggregate gross proceeds to the Company of approximately $538,600,
+Added: before deducting placement agent fees and other offering expenses payable by the Company (the “October 2025 Offering”).
+Added: October 2025 Offering was conducted pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.
+Added: which was declared effective by the Securities and Exchange Commission on September 19, 2024, and a prospectus supplement dated October
+Added: On November 20, 2025, the Company entered into a Settlement
+Added: Agreement and Mutual Release (the “Settlement Agreement”) with Aggia LLC FZ (“Aggia”).
+Added: Pursuant to the Settlement
+Added: Agreement, the Company and Aggia agreed to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the
+Added: “Agreement Documents”), and to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising
+Added: out of or related to the Agreement Documents.
+Added: In full and complete satisfaction of the debt and termination of the Agreement Documents,
+Added: the Company agreed to issue to Aggia, or to Aggia’s designees, an aggregate of 1,050,000 shares of the Company’s common stock,
+Added: par value $0.0001 per share (the “Settlement Shares”) and make a payment of $75,000.
+Added: The Company issued 257,000 Settlement
+Added: Shares (the “Initial Shares”) following the execution of the Settlement Agreement.
+Added: The issuance of the remaining 793,000 Settlement
+Added: Shares (the “Subsequent Shares”) is subject to obtaining requisite shareholder approval.
+Added: If shareholder approval is not obtained
+Added: by March 31, 2026, the obligation to issue the Subsequent Shares will be suspended until such approval is obtained, and the Company will
+Added: continue to seek approval at subsequent meetings.
+Added: The Company committed it will not issue any Subsequent Shares under the Settlement Agreement
+Added: unless and until the requisite shareholder approval under Nasdaq Rule 5635(d) has been obtained.
+Added: Apart from the initial issuance of Initial
+Added: Shares (which is below the 19.99% threshold), no further Settlement Shares will be issued without such shareholder approval.
+Added: approval to issue tehe remaining 793,000 shares was obtained during the Company’s shareholder meeting on April 13, 2026.
+Added: plans to issue these in the near future.
+Added: The Settlement Shares will be allocated pro-rata among Aggia’s designated assignees as
+Added: set forth in the Settlement Agreement.
+Added: The Settlement Agreement also terminates any related ancillary documents, including promissory
+Added: notes issued thereunder (which will be deemed cancelled and satisfied in full upon issuance of the Settlement Shares), and eliminates
+Added: any ongoing obligations under the Agreement Documents, such as services, compensation, board nomination rights, managing member representative
+Added: roles, non-compete, confidentiality, or other covenants.
+Added: The Settlement Agreement includes mutual releases of all claims related to the
+Added: Agreement Documents and prior transactions between the parties, as well as customary representations and warranties, confidentiality provisions,
+Added: governing law (State of Texas), dispute resolution (exclusive jurisdiction in federal or state courts in Dallas County, Texas, with jury
+Added: trial waiver), and other miscellaneous terms.
+Added: On February 6, 2026, the Company entered into a Securities
+Added: Purchase Agreement (the “SPA”) with certain accredited investors (the “Purchasers”), pursuant to which the Company
+Added: agreed to issue and sell, and the Purchasers agreed to purchase, 8% Unsecured Original Issue Discount Debentures (the “Debentures”)
+Added: in the aggregate principal amount of up to $1,086,956.52 (with a funded amount of $1,000,000 after giving effect to an 8% original issue
+Added: The Debentures were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of
+Added: 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder.
+Added: The financing closed on
+Added: February 9, 2026.
+Added: The Debentures mature on the earlier of (i) May 30, 2026, (ii) four months from the original issue date (May 30, 2026),
+Added: or (iii) the closing of any debt or equity financing by the Company resulting in gross proceeds of at least $5,000,000.
+Added: The Debentures
+Added: do not bear regular interest but are issued at an 8% original issue discount.
+Added: The Company has the option to prepay the Debentures at
+Added: any time at the principal amount.
+Added: As additional consideration, the Company issued an aggregate of 300,000 shares of the Company’s
+Added: Common Stock to the Purchasers on a pro rata basis (the “Incentive Shares”).
+Added: The SPA contains customary representations,
+Added: warranties, covenants, and closing conditions.
+Added: The Debentures contain negative covenants restricting the Company from incurring additional
+Added: indebtedness (subject to permitted exceptions), creating liens, amending charter documents in a materially adverse manner, repurchasing
+Added: equity or other indebtedness (with limited exceptions), paying dividends, or entering into affiliate transactions without Required Holders’
+Added: (holders of at least 50% plus $1.00 of the principal amount) consent.
+Added: Events of default include non-payment, breaches of covenants, bankruptcy
+Added: events, cross-defaults on material indebtedness, and other customary events.
+Added: On January 29, 2026, the Company entered into an Engagement
+Added: Agreement for Advisory Services (the “Engagement Agreement”) with RBW Capital Partners LLC and Dawson James Securities, Inc.
+Added: (collectively, the “Financial Advisor”), pursuant to which the Financial Advisor provided advisory services in connection
+Added: with the private debt transaction.
+Added: The Company paid a one-time advisory fee of $10,000 at closing.
+Added: The Engagement Agreement includes
+Added: provisions for an exclusive placement agent engagement for four months post-closing, indemnification, and other standard terms.
+Added: On February 11, 2026, the Company entered into a Securities
+Added: Purchase Agreement (the “Preferred SPA”) with Stanley Hills, LLC (the “Preferred Purchaser”), pursuant to which
+Added: the Company agreed to issue and sell to the Preferred Purchaser 10,000 shares of the Company’s newly designated Series A Preferred
+Added: Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $145,244 (the “Transaction”).
+Added: On March 2, 2026, the Company entered into a First Amendment to Stock Purchase Agreement (the “SPA Amendment”) with the Preferred
+Added: Purchaser, amending the Preferred SPA.
+Added: The SPA Amendment amends the terms of the Series A Preferred Stock by reducing (i) the Stated Value
+Added: from $14.5244 per share to $5.1596 per share and (ii) the voting rights from 14.5244 votes per share (aggregate 145,244 votes across 10,000
+Added: shares) to 5.1596 votes per share (aggregate 51,596 votes across 10,000 shares).
+Added: All other material terms of the Original SPA and the
+Added: Series A Preferred Stock remain unchanged.
+Added: The SPA Amendment was entered into to reduce the Company’s potential redemption and liquidation
+Added: exposure and to align the voting power with current corporate governance and Nasdaq compliance objectives.
+Added: The terms of the Series A Preferred
+Added: Stock are set forth in the Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) filed
+Added: with the Nevada Secretary of State on February 11, 2026 and the Certificate of Amendment to Designation (After Issuance of Class or Series)
+Added: with the Nevada Secretary of State filed with the Nevada Secretary of State on March 5, 2026.
+Added: The SPA contains customary representations,
+Added: warranties, and covenants by the Company and the Purchaser.
+Added: The Transaction was exempt from registration under the Securities Act of 1933,
+Added: as amended, pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D.
Issuer Purchases of Equity Securities
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.