{"url_path":"/sec/catg/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1470129/0001753926-26-000917-index.html","accession_number":"0001753926-26-000917","cik":"0001470129","ticker":"VIIQ","issuer_name":"VisitIQ Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1470129/0001753926-26-000917-index.html","primary_entity_key":"0001470129","primary_entity_name":"VisitIQ Corp."},"word_count":872,"has_tables":true,"body_markdown":"**Item 12. Security Ownership of Certain Beneficial Owners\nand Management and Related Stockholder Matters.**\n\n \n\nThe following table sets forth certain\ninformation with respect to the beneficial ownership of our common shares as of the date of this Annual Report for (i) each of\nour NEOs and directors; (ii) all of our NEOs and directors as a group; and (iii) each other shareholder known by us to be the beneficial\nowner of more than 5% of our outstanding common shares, assuming that we sell the maximum number of common shares being offered.\n\n \n\nBeneficial ownership is determined in accordance\nwith SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person\nor group of persons is deemed to have “beneficial ownership” of any shares that such person or any member of such group\nhas the right to acquire within sixty (60) days. For purposes of computing the percentage of outstanding shares of our common shares\nheld by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty\n(60) days of April 30, 2026, including shares of common stock issuable upon exercise of stock options and other equity awards held\nby such persons under the Incentive Plan and shares issuable upon conversion of our Series B Convertible Preferred Stock and Series\nC Convertible Preferred Stock, to the extent exercisable, convertible or vesting within sixty (60) days of April 30, 2026, are\ndeemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership\nof any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial\nownership by any person. The share ownership numbers after the offering for the beneficial owners indicated below exclude any potential\npurchases that may be made by such persons in this offering.\n\n \n\nUnless otherwise indicated, the address\nof each beneficial owner listed in the table below is c/o VisitIQ Corp., 729 N Washington Ave., Minneapolis, Minnesota 55401.\n\n \n\nName of Beneficial Owner \nNumber of shares of Common Stock  \n% of Common Stock* \n\nDirectors and executive officers \n    \n   \n\nVern Hanzlik \n 1,822,908  \n 1.4%\n\nJohn Gonsior *(former Chief Financial Officer (resigned in April 2026))*(1) \n 572,910  \n \n*\n \n\nHimesh Bhise \n 50,000  \n \n*\n \n\nVincent DeVito \n 50,000  \n \n*\n \n\nShahid Ramzan \n 50,000  \n \n*\n \n\nJose Velasco \n 50,000  \n \n*\n \n\nAll directors and executive officers as a group (6 individuals) \n 2,595,818  \n 2.0%\n\nOther 5% beneficial owners \n    \n   \n\nSky Direct, LLC/NY Farms Group, Inc. (2) \n 16,961,999  \n 13.4%\n\nSeacor Capital Inc. (3) \n 10,898,734  \n 8.6%\n\nArena Investors, LP (4) \n 90,390,217  \n 71.3%\n\n \n\n87\n\n \n\n \n\n*\nIndicates beneficial ownership less than 1%.\n\n \n \n\n(1)\nMr. Gonsior served as the Company’s Chief Financial Officer during the fiscal year ended August 31, 2025 and is included as a named executive officer.  Mr. Gonsior resigned from such position in April 2026.\n\n \n \n\n(2)\nIncludes 15,289,689 shares of Series B Convertible Preferred Stock and accrued and unpaid dividends thereon, representing 1,672,310 shares of Series B Convertible Preferred Stock, which convert into shares of common stock at a ratio of 1:1.\n\n  \n \n\n(3)\nIncludes 9,824,211 shares of Series B Convertible Preferred Stock and accrued and unpaid dividends thereon,  representing 1,074,523 shares of Series B Convertible Preferred Stock, which convert into shares of common stock at a ratio of 1:1.\n\n \n \n\n(4)\nIncludes (a) 57,086,261 of Series C Convertible Preferred Stock and accrued and unpaid dividends, representing 6,243,810 shares of Series C Convertible Preferred Stock, which convert into shares of common stock at a ratio of 1:0.75, (b) 100 shares of Series B Convertible Preferred Stock and accrued and unpaid dividends thereon, representing 111 shares of Series B Convertible Preferred Stock, which convert into shares of common stock at a ratio of 1:1, and (c) convertible notes and accrued interest, which convert into 5,950,012 shares of common stock.\n\n \n\n**Change In Control**\n\n \n\nWe do not currently have any arrangements\nwhich if consummated may result in a change of control of the Company. However, Arena currently owns 57,086,261 shares of Series\nC Convertible Preferred Stock and 6,243,810 accrued and unpaid dividends which, on an as-converted basis, would represent 66.6%\nof our outstanding common stock of the Company. As a result, if the Series C Convertible Preferred Stock held by Arena is converted,\nArena will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election\nof directors and any merger, consolidation, or sale of all or substantially all of our assets. In addition, Arena will have the\nability to control the management and affairs of the Company as a result of its ability to control the election of our directors.\nAdditionally, in the event that Arena sells its Series C Convertible Preferred Stock or common stock underlying the Series C Convertible\nPreferred Stock in the event Arena exercises the Series C Convertible Preferred Stock, control would be transferred to the purchaser\nor group of purchasers or a person or entity that Arena designates as its successor. This concentration of ownership may have the\neffect of delaying, preventing or deterring a change of control, could deprive stockholders of an opportunity to receive a premium\nfor our common stock as part of a sale, and might ultimately affect the trading price of our common stock."}