{"url_path":"/sec/catg/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions,","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":1079,"has_tables":true,"body_markdown":"**Item 13. Certain Relationships and Related Transactions,\nand Director Independence.**\n\n \n\nIn addition to the executive officer and director compensation\narrangements discussed above under “Executive Compensation” since January 1, 2024, the following are the only transactions\nor series of similar transactions to which we were or will be a party in which the amount involved exceeds $120,000 and in which\nany director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock or any member of\ntheir immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material\ninterest.\n\n \n\n*November\n2024 Series B Convertible Preferred Stock Exchange Agreement*\n\n \n\nIn November 2024,\nthe Company entered into an Exchange Agreement (the “Exchange Agreement”) with Arena, and certain other stockholders\nparty thereto (collectively with Arena, the “Interest Holders”), pursuant to which certain convertible notes, warrants,\nand shares of common stock (the “Existing Interests”) held by these Interest Holders were exchanged for shares of Series\nB Convertible Preferred Stock.\n\n \n\n88\n\n \n\n \n\nIn consideration\nfor the Series B Convertible Preferred Stock exchange, each Interest Holder, unconditionally and irrevocably waived, released and\ndischarged the Company and each of its respective past, present and future directors, managers, officers, employees, agents, predecessors,\nsuccessors, assigns, equityholders, partners, insurers affiliates and affiliated companies (the “Releasees”) from all\nclaims that the Interest Holder may have had or against the Releasees through the date of the Exchange Agreement, including, but\nnot limited to claims relating to or in connection with (1) any act or omission by any of the Releasees prior to the date of the\nExchange Agreement; (2) the amount, form of calculation of the Series B Convertible Preferred Stock to be received by the Interest\nHolder pursuant to the Exchange Agreement; or (3) the Interest Holder’s status as an Interest Holder or their right to its\nExisting Interests and right in or to any equity of the equity interests of the Company exercisable under the Existing Interests.\n\n \n\nIn connection\nwith the Exchange Agreement, Arena exchanged $9,169,611 in aggregate principal amount of convertible notes and 5,375,000 warrants\ninto 34,783,533 shares of Series B Convertible Preferred Stock.\n\n \n\n*Shareholders\nAgreement*\n\n \n\nIn November 2024,\nthe Company entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”) with Arena and the Interest\nHolders.\n\n \n\nPursuant to the\nterms of the Shareholders’ Agreement, the size of the Board was set at five members, with three members to be designated\nby Arena (which are Vincent DeVito, Shahid Ramzan and Jose Velasco), one person designated by the holders of a majority of the\ncompany’s common stock (which is Michael Pruitt) and the Company’s Chief Executive Officer and Interim Chief Financial\nOfficer, Vernon Hanzlik. In addition, each Interest Holders agreed to vote all of its equity securities in the Company for (1)\nthe election to the Board of all individuals nominated in accordance with the Shareholders’ Agreement; (2) the election to\neach committee of the Board of at least one director nominated by Arena; (3) the approval of the initial designees to the Board;\n(4) any increase in the number of authorized shares of authorized common stock from time to time to ensure that there will be sufficient\nshares of common stock available for conversion of all of the shares of convertible notes, preferred stock or other instruments\noutstanding at any given time; (5) the implementation of any reverse stock split transaction recommended by the Board in order\nto reduce the number of outstanding shares of the Company on a pro rata basis; and (6) granting Arena an irrevocable proxy, coupled\nwith an interest, authorized to vote, give consents and in all other ways act in the remaining Interest Holders’ place.\n\n \n\nIn accordance\nwith the Shareholders’ Agreement, the grant of Arena’s proxy and the directorships held by two of the three Arena members\nof the Board will terminate upon the consummation of this offering.\n\n \n\n*April 2025\nConvertible Notes*\n\n \n\nOn April 17, 2025,\nthe Company, along with its wholly-owned subsidiary, VisitIQ, LLC, entered the April Note Purchase Agreement with Arena, pursuant\nto which, the Company provided the April 2025 Convertible Notes to affiliates of Arena.\n\n \n\nIn connection\nwith the April Note Purchase Agreement, VisitIQ Corp. has issued April Convertible Notes in the aggregate principal amount of $2,222,222\nfor a purchase price of $2,000,000 to affiliates of Arena. The April 2025 Convertible Notes were issued by the Company to the affiliates\nof Arena on April 17, 2025 and bear interest at 12.0% per annum. The April 2025 Convertible Notes mature on April 17, 2026 and\nare secured by a Security Agreement, dated as of October 24, 2024, as amended by that certain first amendment thereto, dated as\nof April 17, 2025, made by the affiliates of Arena, the Company and VisitIQ, LLC (the “Security Agreement”). The April\n2025 Convertible Notes are convertible into shares of Series C Convertible Preferred Stock at the option of the holder, subject\nto certain conditions, and, in any case, on the Maturity Date or upon liquidation of the Company.\n\n \n\n*November\n2025 Convertible Notes*\n\n \n\nOn November 10,\n2025, the Company, along with its wholly-owned subsidiary, VisitIQ, LLC, entered into the November 2025 Note Purchase Agreement\nwith Arena, pursuant to which, the Company may issue the November 2025 Convertible Notes to affiliates of Arena.\n\n \n\n89\n\n \n\n \n\nIn connection\nwith the November 2025 Note Purchase Agreement, the Company has issued six convertible notes with an aggregate principal amount\nof $1,944,444 for a purchase price of $1,750,000 to affiliates of Arena. The November 2025 Convertible Notes were issued by the\nCompany to the affiliates of Arena in multiple closings on November 10, 2025, November 26, 2025, December 23, 2025, January 8,\n2026, February 3, 2026 and March 9, 2026. Each of the convertible notes bear interest at 12.0% per annum, mature one year from\nthe issuance date, and are secured by the collateral set forth in the Security Agreement. The convertible notes issued under the\nNovember 2025 Note Purchase Agreement are convertible into shares of Series C Convertible Preferred Stock at the option of the\nholder, subject to certain conditions, and, in any case, on the Maturity Date or upon liquidation of the Company.\n\n \n\n*Hedgemore\nLeased Office Space*\n\n \n\nFrom October 2022 through August 2024,\nthe Company leased office space from Hedgemore, an entity in which the Company had a 36% ownership stake.\n\n \n\n**Review, Approval and Ratification of\nRelated Party Transactions**\n\n \n\nAll related party transactions are subject\nto the review, approval, or ratification of our Board or an appropriate committee thereof."}