Termination of Material Agreement (Form 8-K)

Item 1.02. Termination of a Material Definitive Agreement.

On October 30, 2026, THC Therapeutics, Inc. (the "Company") terminated the Share Exchange Agreement (the "Share Exchange Agreement") originally entered into between the Company and ST Holdings Group, LLC, an Oregon limited liability company, and its related subsidiaries ("ST Holdings"), on June 20, 2025. The Company and ST Holdings mutually agreed to terminate the Share Exchange Agreement due to the difficulty in accounting for the transaction. The Company and ST Holdings are currently in discussions and exploring options for the Company's potential acquisition in the future of some or all of the assets of ST Holdings.

Disclosure Regarding Forward-Looking Information

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company's beliefs and expectations relating to the Company's potential future acquisition of ST Holdings or its assets. These forward-looking statements are based on the current beliefs and expectations of the Company's management with respect to future events, only speak as of the date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as "future," "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "will," "would," "could," "continue," "can," "may," "look forward," "aim," "hopes," and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.

Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company's financial reporting and other factors contained in the "Risk Factors" section and elsewhere in the Company's filings with the SEC from time to time, including, but not limited to, its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.