Termination of Material Agreement (Form 8-K)

Effective as of December 31, 2025, Genefic, Inc. ("Genefic"), a wholly owned subsidiary of Dalrada Technology Group, Inc. (the "Company"), together with certain of Genefic's affiliates and subsidiaries, entered into (i) a Master Performance Standby Letter of Credit and Guaranty Agreement (the "MGA") with IBS Equity Fund III, LLC ("IBS Fund III"), and (ii) a Master Credit, Security, and Account Purchase Agreement (the "MCSPA") with IBS Private Credit Fund IV, LLC ("IBS Fund IV" and, together with IBS Fund III, "IBS"). In connection with the MGA and the MCSPA, the parties entered into a number of related schedules and ancillary documents, including a Secured Promissory Note issued by Genefic and certain affiliates to IBS Fund III in the original principal amount of $181,500 (the "Note"), a Prefunded Warrant to purchase preferred shares issued by Genefic to IBS Fund III (the "Warrant"), a Deposit Account Control Agreement, a Stock and Unit Pledge Agreement, and a Mutual Collateral Transfer Consent and Offset Agreement (collectively with the MGA and the MCSPA, the "Financing Agreements"). The Company is a party to the MCSPA as parent, corporate guarantor and credit party. Brian Bonar, the Company's Chairman and Chief Executive Officer, executed a personal guaranty in favor of IBS Fund III. The MGA provided for a standby letter of credit and guaranty facility with a stated aggregate commitment of up to $20,000,000, and the MCSPA provided for a credit and account purchase facility with a stated facility maximum amount of $5,000,000, in each case subject to the satisfaction of conditions established by IBS.

IBS did not provide any funding to the Company, Genefic or any of their respective subsidiaries under the Financing Agreements. No loans or advances were made, no accounts receivable were purchased, and no other credit proceeds were received by the Company or any of its subsidiaries under the Financing Agreements, and no standby letter of credit or guarantee issued under the MGA was drawn upon. Neither the Company nor Genefic received any cash proceeds in exchange for the issuance of the Note or the Warrant.

On September 14, 2026, Genefic delivered written notice to IBS of its election to terminate the financing relationship under the Financing Agreements. By notices dated September 15, 2026 and delivered to the Company on September 16, 2026, (i) IBS Fund III notified Genefic that it was exercising its right under Section 16 of the MGA to terminate the MGA, effective September 15, 2026, as to further availability and future extensions of credit, and (ii) IBS Fund IV notified Genefic that it had determined that September 15, 2026 constitutes the "Early Termination Date" under the MCSPA. IBS has taken the position that termination of the Financing Agreements does not release or discharge any obligations, security interests, pledges or guaranties thereunder until all amounts IBS asserts are owed have been paid in full and the other conditions to "Complete Termination" specified in the Financing Agreements have been satisfied. IBS has also asserted early termination fees in connection with the termination, as described in Item 2.04 below, which the Company disputes.

The information set forth in Item 2.04 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.