Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Series D - First Amendment to Securities Purchase Agreement

As previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2026 (the "August 8-K"), on August 5, 2026, the Company entered into a Securities Purchase Agreement (the "Series D SPA") with Shakawe Capital LLC, ClearThink Capital Partners LLC, and Secure Net Capital LLC (collectively, the "Series D Purchasers"), pursuant to which the Company agreed to issue and sell an aggregate of 937,500 shares of the Company's Series D Convertible Preferred Stock, par value $0.0001 per share (the "Series D Preferred Stock"), with a stated value of $10.00 per share (aggregate stated value of $9,375,000), at a purchase price of $8.00 per share (reflecting a 20% original issue discount), for an aggregate subscription amount of $7,500,000, payable in two tranches as described in the August 8-K. The terms of the Series D Preferred Stock are set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the "Series D CoD"), which was filed with the Secretary of State of the State of Nevada pursuant to NRS 78.1955 on August 6, 2026.

On September 30, 2026, the Company and each of the Series D Purchasers entered into a First Amendment to Securities Purchase Agreement (the "Series D SPA Amendment"), governed by the laws of the State of New York, pursuant to which the parties amended the Series D SPA to, among other things, incorporate and consent to the Certificate of Amendment to the Series D CoD described below under Items 3.03 and 5.03. Pursuant to the Series D SPA Amendment, each Series D Purchaser consented to the Certificate of Amendment, including the amendment and restatement of Section 4 and the addition of new Section 15(d) of the Series D CoD, waived any and all rights, claims, or objections arising in connection therewith, and acknowledged that such amendments do not constitute a breach or default under the Series D SPA or the Series D CoD.

Series E - Securities Purchase Agreement

On September 30, 2026, the Company entered into a Securities Purchase Agreement (the "Series E SPA") with J.J. Astor & Co., a Utah corporation ("J.J. Astor"), pursuant to which the Company agreed to issue and sell 106,250 shares of the Company's newly designated Series E Convertible Preferred Stock, par value $0.0001 per share (the "Series E Preferred Stock"), with a stated value of $10.00 per share (aggregate stated value of $1,062,500), at a purchase price of $8.00 per share (reflecting a 20% original issue discount), for an aggregate subscription amount of $850,000. The Series E Preferred Stock is convertible into shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), in accordance with the terms of the Series E CoD (as defined below).