{"url_path":"/sec/gctk/8-k/2026-07-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into A Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1506983/0001493152-26-033393-index.html","accession_number":"0001493152-26-033393","cik":"0001506983","ticker":"GCTK","issuer_name":"Glucotrack, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1506983/0001493152-26-033393-index.html","primary_entity_key":"0001506983","primary_entity_name":"Glucotrack, Inc."},"word_count":7400,"has_tables":true,"body_markdown":"**Item\n1.01 Entry Into A Material Definitive Agreement.**\n\n** **\n\n**Merger\nAgreement**\n\n** **\n\n*This\nsection describes the material provisions of the Merger Agreement (as defined herein) but does not purport to describe all of the terms\nthereof. Glucotrack, Inc.’s stockholders and other interested parties are urged to read such agreement in its entirety. The following\nsummary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as\nExhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.*\n\n* *\n\n**General\nDescription of the Merger Agreement**\n\n \n\nOn\nJuly 14, 2026 (the “**Closing Date**”), Glucotrack, Inc., a Delaware corporation (the “**Acquiror**”),\nentered into an Agreement and Plan of Merger (the “**Merger Agreement**”) with Glucotrack Merger Sub, Inc., a Nevada corporation\n(“**Merger Sub**”), Lokahi Therapeutics, Inc., a Nevada corporation (the “**Company**”), Glucotrack Technologies\nInc. (“**Operating Sub**”), and Paul V. Goode, solely in his capacity as representative for the\nOperating Sub (the “**Operating Sub Representative**”). The transactions contemplated by the Merger Agreement are referred\nto herein as the “**Transactions**” and the closing of the Transactions is referred to herein as the “**Closing**”.\n\n \n\nPursuant\nto the terms and conditions of the Merger Agreement, immediately prior to the Closing, articles of merger (the “**Articles of\nMerger**”) were filed with the Secretary of State of the State of Nevada (such time of the filing of the Articles of Merger,\nthe “**Effective Time**”), in accordance with the Nevada Revised Statutes (the “**NRS**”). Pursuant to\nthe Articles of Merger, Merger Sub was merged with and into the Company (the “**Merger**”), with the Company surviving\nthe Merger (the resulting entity, the “**Surviving Corporation**”). As a result of the Merger, the Company became a direct\nwholly owned subsidiary of Acquiror. At the Effective Time, all of the property, rights, privileges, powers and franchises of the Company\nand Merger Sub vested in the Surviving Corporation and all of the debts, liabilities and duties of the Company and Merger Sub became\nthe debts, liabilities and duties of the Surviving Corporation. The Closing occurred simultaneously with the execution and delivery of\nthe Merger Agreement on the Closing Date.\n\n \n\n**Transaction\nConsideration**\n\n \n\nAt\nthe Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Merger Sub or the holder of\nany existing common stock of the Company (the “**Existing Company Common Stock**”): (i) each share of common stock of\nMerger Sub, issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and nonassessable\nshare of common stock of the Company (the “**Company Common Stock**”); and (ii) each share of Existing Company Common\nStock issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive a portion of\nthe Merger Consideration (as defined below), consisting of (A) shares of common stock, par value $0.001 per share, of the Acquiror\n(the “**Acquiror Common Stock**”), such that the aggregate number of shares of Acquiror Common Stock issued to all\nholders of Existing Company Common Stock equals 19.99% of the total number of shares of Acquiror Common Stock issued and outstanding\nas of the date of the Merger Agreement, and (B) shares of Series A convertible preferred stock, par value $0.001 per share\nof the Acquiror (the “**Acquiror Preferred Stock**”), with each holder of such shares receiving, for each share of Existing\nCompany Common Stock held immediately prior to the Effective Time, a pro rata portion of the Merger Consideration, such that, immediately\nfollowing the Effective Time, the holders of Existing Company Common Stock collectively hold, on a fully-diluted and as-converted\nto Acquiror Common Stock basis, 90.0% of the total issued and outstanding equity securities of the Acquiror calculated on a fully diluted\nbasis (the “**Company Allocation**”); provided, however, that any dilution attributable to Bridge Shares (as defined in\nthe Merger Agreement) and PIPE Shares (as defined in the Merger Agreement) shall be borne solely by the Company Allocation, such that\nAcquiror’s existing stockholders shall, in no event, hold less than 10.0% of the total issued and outstanding equity securities\nof the Acquiror on a fully diluted basis immediately following the Effective Time (the “**Acquiror Stockholder Floor**”).\nThe shares of Acquiror Common Stock, Acquiror Preferred Stock, and Company Common Stock issued pursuant to the terms of the Merger Agreement\nare collectively referred to as the “**Merger Consideration**.”\n\n \n\n \n\n \n\n \n\n**Proxy\nStatement and Stockholder Meeting**\n\n** **\n\nFollowing\nthe Closing, the Acquiror shall prepare and file with the Securities and Exchange Commission (the “**SEC**”) a proxy statement\non Schedule 14A under the Securities Exchange Act of 1934, as amended (the “**Exchange Act**”) in connection with the\nsolicitation of proxies from the Acquiror Stockholders for the approval of the following matters (collectively, the “**Proposals**”):\n(i) the approval, for purposes of Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d), of the issuance of (a) shares of Acquiror\nCommon Stock issuable upon conversion of the Acquiror Preferred Stock pursuant to the Conversion (as defined below), and (b) the Floor\nTrue-Up Shares (as defined below), and (ii) such other proposals as are required by applicable Law, the Acquiror Organizational Documents\n(as defined in the Merger Agreement”), and the applicable rules of The Nasdaq Stock Market LLC (“**Nasdaq**”) (as\namended or supplemented from time to time, the “**Proxy Statement**”). The Acquiror shall use its reasonable best efforts\nto (i) respond to any comments of the SEC with respect to the preliminary Proxy Statement, (ii) cause the definitive Proxy Statement\n(the “**Definitive Proxy Statement**”) to be filed with the SEC as promptly as reasonably practicable following the resolution\nof any such SEC comments or, if no comments are received, following the expiration of the applicable SEC review period, and (iii) cause\nthe Definitive Proxy Statement to be disseminated to the Acquiror Stockholders in compliance with applicable Law. As promptly as reasonably\npracticable after the Closing Date, the Acquiror shall duly call, give notice of, convene and hold a meeting of the Acquiror Stockholders\n(the “**Acquiror Stockholder Meeting**”) for the purpose of obtaining the stockholder approval of the Proposals (the “**Acquiror\nStockholder Approval**”). The Acquiror shall use its reasonable best efforts to cause the Acquiror Stockholder Meeting to occur\nas promptly as reasonably practicable after the Definitive Proxy Statement is filed. The Proxy Statement shall include the recommendation\nof the board of directors of the Acquiror (the “**Acquiror Board**”) that the Acquiror Stockholders vote in favor of each\nof the Proposals.\n\n \n\nWithin\nfive (5) business days after the later of (i) the date on which the Acquiror Stockholder Approval has been obtained and (ii) the date\non which the Trading Market Approval (as defined below) has been obtained, the Acquiror shall cause the Acquiror Preferred Stock to be\nconverted into the applicable number of shares of Acquiror Common Stock, in accordance with the terms of the Certificate of Designation\n(as defined below) of the Acquiror Preferred Stock (the “**Conversion**”).\n\n** **\n\n**Representations\nand Warranties**\n\n \n\nThe\nMerger Agreement contains a number of representations and warranties made by Acquiror, the Company, and Merger Sub as of the date of\nthe Merger Agreement or other specific dates solely for the benefit of certain of the parties to the Merger Agreement, which in certain\ncases are subject to specified exceptions and materiality, Company Material Adverse Effect or Acquiror Material Adverse Effect (each\nas defined in the Merger Agreement), knowledge and other qualifications contained in the Merger Agreement or in information provided\npursuant to certain disclosure schedules to the Merger Agreement. The representations and warranties made under the Merger Agreement\ndid not survive the Closing.\n\n \n\nIn\nthe Merger Agreement, the Company made certain customary representations to Acquiror including among others, related to the following:\n(1) corporate matters, including due organization, existence and good standing; (2) corporate authority, approval and binding effect\nrelating to execution and delivery of the Merger Agreement and other ancillary documents and non-contravention; (3) government approvals;\n(4) capitalization; (5) financial statements and internal controls; (6) compliance with laws and permits; (7) absence of certain changes\nand events; (8) no undisclosed liabilities; (9) information supplied; (10) litigation; (11) contracts; (12) employee benefits; (13) labor\nand employment; (14) taxes; (15) intellectual property; (16) data protection; (17) information technology; (18) real property; (19) anti-bribery\nand trade compliance; (20) insurance; (21) competition regulation; (22) environmental matters; (23) brokers; and (24) affiliate agreements.\n\n \n\nIn\nthe Merger Agreement, Acquiror and Merger Sub made certain customary representations and warranties to the Company, including among others,\nrelated to the following: (1) corporate matters, including due organization, existence and good standing; (2) corporate authority, approval\nand binding effect relating to execution and delivery of the Merger Agreement and other ancillary documents, non-contravention and governmental\napprovals; (3) compliance with laws; (4) employee benefit plans; (5) indebtedness; (6) taxes; (7) brokers; (8) SEC reports, financial\nstatements and the Sarbanes-Oxley Act; (9) business activities and absence of certain changes; (10) information supplied and the Proxy\nStatement; (11) litigation; (12) no outside reliance; (13) capitalization; (14) Nasdaq quotation; (15) affiliate agreements; (16) anti-bribery\nand economic sanctions; and (17) labor and employment.\n\n \n\n \n\n \n\n \n\n**Covenants\nof the Parties**\n\n \n\nThe\nMerger Agreement contains a number of covenant obligations of the Acquiror, the Company, and Operating Sub as of the date of the Merger\nAgreement or other specific dates, as further set forth below.\n\n \n\nIn\nthe Merger Agreement, among other things, the Company covenants to: (1) deliver to Acquiror, within seventy-five (75) days after the\nClosing Date, unaudited interim financial statements prepared in accordance with GAAP and Regulation S-X, along with any other financial\nstatements required for the Proxy Statement, including pro forma financials; (2) make its officers and employees reasonably available\nto assist Acquiror and its counsel with drafting the Proxy Statement and responding to SEC comments; (3) promptly notify Acquiror of\nany developments that would render the Proxy Statement materially misleading and cooperate to correct such disclosures; (4) prior to\nexecution of the Merger Agreement, obtain board and stockholder approval by written consent for the Merger Agreement, the Transactions,\nand the appointment of Acquiror’s chief executive officer; and (5) consummate a private placement offering in an aggregate amount\nof up to $30,000,000 (a “**Private Placement Offering**”), with gross proceeds of no less than $10,000,000 at an initial\nclosing to occur within 15 days after the Closing (the “**PIPE Initial Closing**”).\n\n \n\nIn\nthe Merger Agreement, among other things, the Acquiror covenants to: (1) provide the Company reasonable access to its properties, books,\nand personnel from Closing until the Conversion is effective (the “**Conversion Effective Time**”); (2) indemnify and\nhold harmless current and former directors and officers of both parties for pre-Closing matters to the fullest extent permitted by law\nand organizational documents, including advancement of expenses; (3) maintain directors’ and officers’ liability insurance\nthat provides (i) extended coverage for pre-Closing directors and officers for six years after the Effective Time and (ii) ongoing coverage\nfor post-Closing directors and officers on terms customary for a company whose equity is listed on Nasdaq; (4) from and after the Closing\nuntil the Conversion Effective Time (the “**Interim Period**”), operate its business in the ordinary course consistent\nwith past practice, comply with applicable laws, and take commercially reasonable measures to preserve its business organization, retain\nkey employees, and maintain control and condition of material assets; (5) take all actions necessary to effect all post-Closing director\nand officer appointments; (6) simultaneously with or immediately prior to the Closing, cause the existing business of the Acquiror to\nbe transferred to and ring-fenced within Operating Sub, a wholly-owned subsidiary of the Acquiror, and promptly following the Closing,\nand in any event within five (5) business days following the Closing, cause all of the assets and liabilities of Acquiror existing immediately\nprior to the Closing that relate to the Operating Business (as defined below) to be transferred to Operating Sub (the “**Operating\nSub Assets**”), including (A) all intellectual property, know-how, and proprietary information used in or necessary to the Operating\nBusiness as of the Closing Date, (B) all employees of the Acquiror as of the Closing Date, (C) all operations of the Operating Business,\nand (D) all cash and cash equivalents of the Acquiror on hand as of the Closing Date, the purpose of which shall be to continue the current\nbusiness of the Acquiror, which is focused on the design, development, and commercialization of novel technologies for people with diabetes,\nincluding, but not limited to, the development of the Glucotrack Continuous Blood Glucose Monitor (the “**Operating Business**”);\n(7) for twelve (12) months following the Closing (the “**Post-Closing Period**”), the Acquiror shall cause the Operating\nBusiness to be preserved and operated in a manner consistent in all material respects with the past practices of the Acquiror prior to\nthe Closing; (8) take all actions necessary to effect all post-Closing director appointments of the Operating Sub; (9) during the Interim\nPeriod and until the Conversion Effective Time, use its reasonable best efforts to maintain compliance with all applicable continued\nlisting requirements of Nasdaq (including all minimum bid price, minimum market value, and corporate governance requirements), promptly\nnotify the Company in writing upon receipt of any notice from Nasdaq regarding any actual or potential non-compliance with the Nasdaq\nlisting requirements or any threat of delisting, and in the event the Acquiror receives any such notice, use its reasonable best efforts\nto cure any such non-compliance within any applicable cure or grace period provided by Nasdaq; (10) prior to the Conversion, obtain\nconditional approval of its listing application from Nasdaq in connection with the Transactions, including any required new listing application\ndue to a change in control (as contemplated in Nasdaq Listing Rule 5110(a)) (the “**Trading Market Approval**”), and immediately\nprior to the Conversion, satisfy all applicable continuing listing requirements of Nasdaq (or be granted a grace period therefrom), not\nhave received any notice of non-compliance, and have the Acquiror Common Stock, including the Merger Consideration, approved for listing\non Nasdaq; and (11) as promptly as reasonably practicable following the Closing (and in any event within sixty (60) days thereafter),\nprepare and file with the SEC a registration statement on Form S-3 (or, if Form S-3 is not then available to the Acquiror, on Form S-1)\nto register the Merger Consideration for resale by the holders thereof.\n\n \n\n \n\n \n\n \n\nThe\nMerger Agreement provides that, during the Post-Closing Period, the management of the Operating Sub shall cause the Operating\nBusiness to be operated in a manner consistent in all material respects with the past practices of the Acquiror prior to the Closing.\nThe Operating Sub Representative shall have the right to monitor the Acquiror’s compliance with its obligations regarding the Operating\nSub, including receiving regular updates from the Acquiror’s management and Operating Sub’s management, including quarterly\nreports on operations, financing allocations, and material developments.\n\n* *\n\n*Subsidiary\nContribution*. Pursuant to the Merger Agreement, an aggregate of $7,000,000 shall be deposited into an account designated by the Operating\nSub and released to the Operating Sub in installments as follows (the “**Subsidiary Contribution**”): (i) $500,000 on\nClosing; (ii) $1,500,000 concurrently with the PIPE Initial Closing; (iii) $1,500,000 upon the earliest to occur of (A) the Acquiror’s\nreceipt of notice or a decision from Nasdaq confirming satisfaction of the Nasdaq continued listing requirements or granting a grace\nperiod, (B) the official closing price of the Acquiror Common Stock on Nasdaq exceeding $1.25 per share for three (3) consecutive trading\ndays, or (C) August 30, 2026; (iv) $2,000,000 simultaneously with (or promptly following) the filing of the preliminary Proxy Statement\nwith the SEC; and (v) $1,500,000 simultaneously with (or promptly following) the Conversion Effective Time. In addition to the Subsidiary\nContribution, the Operating Sub shall retain all cash and cash equivalents on the balance sheet of the Acquiror as of the Closing Date.\n\n* *\n\n*Assumed\nNote*. In connection with the Closing, the Company assumed all obligations and liabilities of the Acquiror under that certain promissory\nnote dated September 12, 2025 (the “**Assumed Note**”), and from and after the Closing, the Company is solely responsible\nfor the payment and performance of all obligations arising under the Assumed Note.\n\n* *\n\n**Changes\nto the Board of Directors and Management**\n\n* *\n\nAs\ncontemplated in the Merger Agreement, the Acquiror was required to take all actions necessary to effect, as of the Effective Time: (i)\nthe resignation of Paul V. Goode as chief executive officer of Acquiror; and (ii) the appointment of Erik Emerson as chief executive\nofficer of Acquiror and as a member of the Acquiror Board of Directors. All other officers and directors of Acquiror serving immediately prior to the Effective Time continued in their\nrespective positions.\n\n \n\nAccordingly,\neffective as of the Effective Time, (i) Dr. Goode ceased to serve as chief executive officer of Acquiror and (ii) Mr. Emerson\nwas appointed as Chief Executive Officer of the Acquiror and as a member of the Acquiror Board of Directors\n\n \n\nFollowing\nthe Conversion Effective Time, except as otherwise agreed in writing by the Company and Acquiror, and conditioned upon the occurrence\nof the Conversion, the Acquiror shall take all actions necessary or appropriate to cause certain individuals identified by the Company\nto be elected as members of the Acquiror Board and to be the executive officers of Acquiror, effective as of the Conversion Effective\nTime.\n\n** **\n\n**Survival**\n\n \n\nNone\nof the covenants and agreements of the parties contained in the Merger Agreement survived the Closing, except for (a) those covenants\nand agreements that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches after\nthe Closing and (b) Article X (Miscellaneous) of the Merger Agreement.\n\n \n\n**Post-Closing\nActions**\n\n* *\n\n*Conversion\nof Series A Preferred Stock*\n\n \n\nWithin\nfive (5) business days after the later of (i) the date on which the Acquiror Stockholder Approval has been obtained and (ii) the date\non which the Trading Market Approval has been obtained, the Acquiror shall cause the Acquiror Preferred Stock to be converted into the\napplicable number of shares of Acquiror Common Stock, in accordance with the terms of the Certificate of Designation.\n\n* *\n\n**\n\n \n\n \n\n* *\n\n*Acquiror\nStockholder Floor True-Up*\n\n \n\nSimultaneously\nwith the Conversion, if the shares of Acquiror Common Stock held by Acquiror’s existing stockholders (as of the Floor True-Up Record\nDate) represent less than 10.0% of the total shares of Acquiror Common Stock outstanding immediately following the Conversion on a fully\ndiluted basis, the Acquiror shall issue additional shares of Acquiror Common Stock (the “**Floor True-Up Shares**”) to\nsuch existing stockholders, pro rata in proportion to their respective holdings, in an amount sufficient to ensure that such stockholders\ncollectively hold at least 10.0% of the outstanding equity of the Acquiror on a fully diluted basis immediately following the Conversion.\n“**Floor True-Up Record Date**” means the close of business on the date immediately prior to the Effective Time.\n\n* *\n\n*Conversion\nDeadline*\n\n \n\nThe\nAcquiror shall use its reasonable best efforts to obtain the Acquiror Stockholder Approval and the Trading Market Approval as promptly\nas reasonably practicable following the Closing and in any event no later than ninety (90) days following the filing of the Definitive\nProxy Statement with the SEC (the “**Conversion Deadline**”). If such approvals are not obtained by the Conversion Deadline,\nthe Acquiror may extend the Conversion Deadline by up to two (2) additional periods of thirty (30) days each (for a maximum of sixty\n(60) additional days).\n\n* *\n\nA\ncopy of the Merger Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and\nthe foregoing description of the Merger Agreement is qualified in its entirety by reference thereto.\n\n* *\n\n**Bridge\nFinancing**\n\n** **\n\nIn\nconnection with the Merger, the Acquiror entered into a securities purchase agreement, dated July 14, 2026 (the “**Purchase Agreement**”),\nwith certain investors (the “**Bridge Investors**”), pursuant to which the Acquiror agreed to issue senior secured convertible\npromissory notes for gross proceeds of approximately $4.45 million (the “**Notes**”) and common stock purchase\nwarrants (the “**Bridge Warrants**” and, together with the Notes, the “**Bridge Securities**”) (such transactions,\nthe “**Bridge Financing**”).\n\n \n\n**Purchase\nAgreement**\n\n \n\nThe\nPurchase Agreement contains customary representations and warranties of the Acquiror and the Bridge Investors and customary covenants,\nincluding, among other things:\n\n \n\n*Repayment\nFrom Proceeds*\n\n* *\n\nThe\nBridge Investors have the right to be repaid with 100% of the proceeds raised from asset sales, debt issuances, equity issuances, and\nnon-refundable deposits received in connection with any asset sale, and 25% of the proceeds received from any equity line of credit agreement,\nuntil the aggregate outstanding amount and accrued interest under the Notes is paid in full. The Acquiror is required to make such repayment\nwithin three (3) business days following receipt of any such proceeds.\n\n \n\n \n\n \n\n \n\n*Registration\nRights*\n\n* *\n\nThe\nAcquiror is required to file a registration statement with the SEC covering the resale of the shares of Acquiror Common Stock issuable\nupon conversion of the Notes and exercise of the Bridge Warrants within ten (10) days after the closing date of the Bridge Financing\n(the “**Required Filing Registration Date**”). The Acquiror is required to use commercially reasonable efforts to cause\nsuch registration statement to be declared effective within forty-five (45) days of the closing date of the Bridge Financing (the “**Required\nEffective Registration Date**”). If the registration statement is not filed by the Required Filing Registration Date, the Acquiror\nshall issue and deliver to the Bridge Investors a number of shares of Acquiror Common Stock equal to $250,000 divided by the lowest traded\nprice of the Acquiror Common Stock between the closing of the Bridge Financing and the Required Filing Registration Date, and for every\nthirty (30) days thereafter that the registration statement is not filed, the Acquiror shall issue and deliver to the Bridge Investors\na number of additional shares of Acquiror Common Stock equal to $250,000 divided by the lowest traded price of the Acquiror Common Stock\nduring such thirty (30) day period, subject to an aggregate cap of $1,500,000 in shares. If the registration statement is not declared\neffective by the Required Effective Registration Date, the Acquiror shall issue and deliver to the Bridge Investors a number of shares\nof Acquiror Common Stock equal to $250,000 divided by the lowest traded price of the Acquiror Common Stock between the closing of the\nBridge Financing and the Required Effective Registration Date, and for every thirty (30) days thereafter that the registration statement\nis not declared effective, the Acquiror shall issue and deliver to the Bridge Investors a number of additional shares of Acquiror Common\nStock equal to $250,000 divided by the lowest traded price of the Acquiror Common Stock during such thirty (30) day period. The foregoing\namounts will be paid to the Bridge Investors in cash, rather than in shares of Acquiror Common Stock, unless and until the Acquiror has\nobtained the Stockholder Approval permitting such issuances in excess of that threshold.\n\n \n\n*Bridge**Stockholder Approval*\n\n* *\n\nWithin\nthirty (30) days of the closing date of the Bridge Financing (the “**Required Initial Proxy Date**”), the Acquiror is\nrequired to file a proxy statement with the SEC for the purpose of obtaining stockholder approval for the issuance of shares of Acquiror\nCommon Stock in excess of 19.99% of the outstanding Acquiror Common Stock pursuant to the Bridge Financing Documents in accordance with\nNasdaq Listing Rule 5635(d) (the **“ Bridge****Stockholder Approval**”). The Acquiror is required to use commercially\nreasonable efforts to obtain the Bridge Stockholder Approval within sixty (60) days of the closing date (the “**Required\nStockholder Meeting Date**”). If the proxy statement is not filed by the Required Initial Proxy Date, the Acquiror shall issue\nand deliver to the Bridge Investors a number of shares of Acquiror Common Stock equal to $250,000 divided by the lowest traded price\nof the Acquiror Common Stock between the closing date of the Bridge Financing and the Required Initial Proxy Date. For every thirty (30)\ndays after the Required Stockholder Meeting Date that the stockholder meeting is not held, the Acquiror shall issue and deliver to the\nBridge Investors a number of additional shares of Acquiror Common Stock equal to $250,000 divided by the lowest traded price of the Acquiror\nCommon Stock during such thirty (30) day period. If the Bridge Stockholder Approval is not obtained by the first Required Stockholder\nMeeting Date, the Acquiror is required to cause an additional stockholder meeting to be held every sixty (60) days during the period\nbeginning on such date and continuing 360 days thereafter until the Bridge Stockholder Approval is obtained.\n\n \n\n*Most\nFavored Nations*\n\n \n\nWhile\nany Notes remain outstanding, upon any issuance by the Acquiror of its securities for cash consideration (a “**Subsequent Financing**”),\neach Bridge Investor may elect, in its sole discretion, to exchange all or some of the Bridge Securities then held for any securities\nor units issued in a Subsequent Financing on a dollar-for-dollar basis. The Acquiror is required to provide each Bridge Investor with\nnotice of any Subsequent Financing. Additionally, if in any Subsequent Financing there are any contractual provisions or side letters\nthat provide terms more favorable to the investors therein than the terms provided under the Bridge Financing Documents, then the Acquiror\nshall notify the Bridge Investors of such additional or more favorable terms and such terms, at each Bridge Investor’s option,\nshall become a part of the Bridge Financing Documents. Additionally, if the Acquiror enters into any subsequent financing with another\nindividual or entity on terms that are more favorable than those provided to the Bridge Investors, the Bridge Financing Documents shall\nautomatically be amended to include such more favorable terms, so long as the Notes remain outstanding. The foregoing most favored nations\nprovisions do not apply to Exempted Securities or to securities of any subsidiary.\n\n \n\n \n\n \n\n \n\n*Subsequent\nEquity Sales*\n\n* *\n\nFrom\nthe closing date of the Bridge Financing until ninety (90) days following the effective date of each of the registration statement and\nBridge Stockholder Approval, the Acquiror and any subsidiary may not (i) issue, enter into any agreement to issue, or announce\nthe issuance or proposed issuance of any shares of Acquiror Common Stock or common stock equivalents, other than Exempted Securities\n(as defined in the Purchase Agreement), or (ii) file any registration statement or any amendment or supplement thereto, in each case\nother than solely with respect to securities issued pursuant to any share or option plan duly adopted for such purpose by the Acquiror\nBoard or a committee of non-employee directors established for such purpose for services rendered to the Acquiror. While the Notes remain\noutstanding, the Acquiror and its subsidiaries may not effect or enter into an agreement to effect any issuance of shares of Acquiror\nCommon Stock or common stock equivalents involving a Variable Rate Transaction without the prior written consent of the Bridge Investors.\nA “**Variable Rate Transaction**” means a transaction in which the Acquiror (i) issues or sells any equity or debt securities\nthat are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Acquiror Common Stock\nor common stock equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or\nvaries with the trading prices of or quotations for the Acquiror Common Stock at any time after the initial issuance of such equity or\ndebt securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial\nissuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the\nbusiness of the Acquiror or the market for the Acquiror Common Stock (including any “full ratchet” or “weighted average”\nanti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash\ndividend, stock split or other similar transaction), (ii) issues or sells any equity or debt securities either (A) at a price that is\nsubject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified\nor contingent events directly or indirectly related to the business of the Acquiror or the market for the Acquiror Common Stock (other\nthan standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction),\nor (B) that are subject to or contain any put, call, redemption, buy-back, price-reset or other similar provision or mechanism that provides\nfor the issuance of additional equity securities of the Acquiror or the payment of cash by the Acquiror, or (iii) enters into any agreement,\nincluding an “equity line of credit” (other than the ELOC Purchase Agreement (as defined below)) or other continuous offering\nor similar offering of Acquiror Common Stock or common stock equivalents, whereby the Acquiror may sell shares of Acquiror Common Stock\nor common stock equivalents at a future determined price. The Bridge Investors are entitled to obtain injunctive relief against the Acquiror\nto preclude any such issuance involving a Variable Rate Transaction, which remedy is in addition to any right to collect damages. The\nforegoing restrictions on subsequent equity sales do not apply to Exempted Securities (as defined in the Purchase Agreement) or to securities\nissued by any subsidiary of the Acquiror.\n\n \n\n**Notes\nand Bridge Warrants**\n\n** **\n\nThe\nNotes include an original issue discount of 22%, bear interest at a rate of 8% per annum, and mature nine (9) months from the date of\nissuance. The Notes are convertible, following Bridge Stockholder Approval, at a conversion price equal to the lower of (i) the\nNasdaq Minimum Price (as defined in the Purchase Agreement) and (ii) 80% of the lowest daily volume weighted average price of the Acquiror\nCommon Stock during the fifteen (15) trading days immediately preceding the conversion notice, subject to a floor price equal to 20%\nof the Nasdaq Minimum Price as of the date of issuance of the Notes.\n\n \n\nThe\nBridge Warrants provide 125% coverage of the principal amount of the Notes, are exercisable for a period of five (5) years from the date\nof issuance, and have an exercise price per share equal to $35,000,000 divided by the total number of outstanding shares of Acquiror\nCommon Stock as of the applicable date of exercise.\n\n \n\n**Security\nAgreement**\n\n \n\nIn\nconnection with the Bridge Financing, the Acquiror entered into a security agreement (the “**Security Agreement**”) granting\nthe Bridge Investors a first priority security interest in all assets of the Acquiror and its subsidiaries (excluding the Operating Sub\nAssets) to secure the obligations under the Notes.\n\n* *\n\n**Support\nAgreement**\n\n \n\nIn\nconnection with the Bridge Financing, on July 14, 2026, White Lion Capital LLC entered into a Voting Support Agreement (the “**Voting\nSupport Agreement**”, and together with the Purchase Agreement, the Notes, the Bridge Warrants, the Security Agreement,\nand any other documents or agreements executed or delivered in connection therewith, collectively, the “**Bridge Financing Documents**”)\nwith certain stockholders of the Acquiror (the “**Supporting Stockholders**”). Pursuant to the Voting Support Agreement,\neach Supporting Stockholder has agreed to vote (or cause to be voted) all shares of Acquiror Common Stock and other voting securities\nof the Acquiror beneficially owned by such Supporting Stockholder in favor of (i) the Bridge Stockholder Approval, (ii) any capital event\nrequiring stockholder approval, including the amendment of the Acquiror’s certificate of incorporation to increase authorized share\ncapital or implement a reverse stock split (a “**Capital Event**”), and (iii) any proposal to adjourn or postpone the\nstockholder meeting if there are not sufficient votes for adoption of the proposals. The Supporting Stockholders have also agreed to\nvote against any action, proposal, transaction or agreement that would reasonably be expected to impede, delay, or adversely affect the\nconsummation of the transactions contemplated by the Bridge Financing Documents. The Voting Support Agreement will terminate upon the\nearlier of (i) the date the Bridge Stockholder Approval has been obtained and (ii) the termination of the Voting Support Agreement by\nwritten notice from White Lion Capital LLC to the Supporting Stockholders.\n\n* *\n\n**\n\n \n\n \n\n* *\n\nCopies\nof the Bridge Financing Documents, including the form of Purchase Agreement, the form of Note, the form of Warrant, the Security Agreement,\nand the form of Voting Support Agreement, are filed with this Current Report on Form 8-K as Exhibits 10.1, 4.1, 4.2, 10.2, and 10.3,\nrespectively, and are incorporated herein by reference, and the foregoing description of each is qualified in its entirety by reference\nthereto.\n\n \n\n**ELOC\nPurchase Agreement**\n\n** **\n\nOn\nJuly 14, 2026, Acquiror entered into a Common Stock Purchase Agreement (the “**ELOC Purchase Agreement**”) with White\nLion Capital, LLC (the “**Investor**”), pursuant to which Acquiror has the right, but not the obligation, to require the\nInvestor to purchase, from time to time over a three-year period, up to $50,000,000 of shares of Acquiror Common Stock (the “**Purchase\nShares**”), subject to certain limitations and conditions set forth in the ELOC Purchase Agreement.\n\n \n\nUnder\nthe ELOC Purchase Agreement, after the effectiveness of a registration statement registering the resale of shares that may be issued\nto the Investor, Acquiror may, at its discretion, direct the Investor to purchase shares of Acquiror Common Stock by delivering a purchase\nnotice. The ELOC Purchase Agreement provides for two types of purchase notices: (i) Rapid Purchase Notices, in which the purchase price\nis the lowest traded price of the Acquiror Common Stock on the date of the notice (the “**Rapid Purchase Notice Date**”),\nwith the number of shares that may be purchased limited to ten percent (10%) of the trading volume of the Acquiror Common Stock on the\nRapid Purchase Notice Date, with closing to occur no later than one (1) business day following the Rapid Purchase Notice Date; and (ii)\nVWAP Purchase Notices, in which the purchase price is ninety-seven percent (97%) of the lowest daily volume weighted average price of\nthe Acquiror Common Stock during the three (3) consecutive business days commencing on and including the date of the notice (the “**VWAP\nPurchase Valuation Period**”), with the number of shares that may be purchased limited to sixty percent (60%) of the average\ndaily trading volume of the Acquiror Common Stock over the five (5) business days immediately preceding receipt of the notice, with closing\nto occur no later than one (1) business day following the VWAP Purchase Valuation Period.\n\n \n\nAcquiror\nmay not require the Investor to purchase shares if such purchase would result in the Investor beneficially owning more than 4.99% of\nthe outstanding shares of Acquiror Common Stock (the “**Beneficial Ownership Limitation**”), which may be increased to\n9.99% upon mutual written agreement. In addition, Acquiror may not issue more than 19.99% of the shares of Acquiror Common Stock outstanding\nas of the date of the ELOC Purchase Agreement (the “**Exchange Cap**”) under the ELOC Purchase Agreement and the Commitment\nWarrant (as defined below), unless (i) Acquiror obtains stockholder approval in accordance with Nasdaq Listing Rule 5635(d) (the\n“**ELOC Stockholder Approval**” and together with the Acquiror Stockholder Approval and the Bridge Stockholder Approval,\nthe “**Stockholder Approvals**”), (ii) the average price paid for all shares of Acquiror Common Stock issued under\nthe ELOC Purchase Agreement and the Commitment Warrant equals or exceeds $0.39912 (the “**Minimum Price**”), which is\na price equal to the lower of (A) the Nasdaq Official Closing Price of the Acquiror Common Stock immediately preceding the execution\nof the ELOC Purchase Agreement, or (B) the arithmetic average of the five (5) Nasdaq Official Closing Prices for the Acquiror Common\nStock immediately preceding the execution of the ELOC Purchase Agreement (such that, for purposes of Nasdaq, the transaction would not\nbe “below market” and the Exchange Cap would not apply), or (iii) the Acquiror is exempt from obtaining ELOC Stockholder\nApproval for the issuance of shares of Acquiror Common Stock above the Exchange Cap under the rules of Nasdaq.\n\n \n\nAs\nconsideration for the Investor’s commitment under the ELOC Purchase Agreement, Acquiror agreed to issue to the Investor, within\none (1) business day following effectiveness of the Registration Statement (as defined in the ELOC Purchase Agreement): (i) a number\nof commitment shares of Acquiror Common Stock (the “**Commitment Shares**”) with an aggregate value of $1,000,000 (the\n“**Commitment Fee Amount**”), calculated by dividing the Commitment Fee Amount by the closing price of the Acquiror Common\nStock on the trading day immediately preceding the earlier of (a) the date the ELOC Registration Statement (as defined below) is declared\neffective or (b) the date that is 180 calendar days following the date of the ELOC Purchase Agreement; and (ii) a common stock purchase\nwarrant (the “**Commitment Warrant**”) to purchase up to $10,000,000 of Acquiror Common Stock, as described in more detail\nbelow. To the extent that the issuance of Commitment Shares would result in the Investor exceeding the Exchange Cap, then the Company\nshall not issue such Commitment Shares unless shareholder approval is obtained to issue in excess of the Exchange Cap,\n\n \n\n \n\n \n\n \n\nThe\nELOC Purchase Agreement provides that if the ELOC Registration Statement is not filed within ten (10) days of the date of the ELOC Purchase\nAgreement (the “**Required Registration Date**”), the Acquiror shall pay to the Investor $250,000 as liquidated damages.\nIn addition, for each thirty (30) day period (or portion thereof) following the Required Registration Date during which the ELOC Registration\nStatement remains unfiled, the Acquiror shall pay to the Investor an additional $50,000 as escalating liquidated damages, which amounts\nshall be paid by the Acquiror within five (5) business days following the end of each such thirty (30) day period. All amounts payable\nconstitute partial liquidated damages and not a penalty for the Acquiror’s failure to timely file the ELOC Registration Statement,\nand are in addition to any other rights or remedies available to the Investor under the Registration Rights Agreement (as defined below)\nor applicable law.\n\n \n\nFurther,\nif the Acquiror does not file with the SEC a proxy statement (or, if applicable, an information statement on Schedule 14C) in connection\nwith the stockholder meeting required to obtain the ELOC Stockholder Approval within thirty (30) days after the date of the ELOC\nPurchase Agreement (the “**Required Proxy Filing Date**”), the Acquiror shall pay to the Investor $250,000 as liquidated\ndamages. The Acquiror is required to obtain the ELOC Stockholder Approval as soon as reasonably practicable, but in no event later\nthan sixty (60) days after the date of the ELOC Purchase Agreement (the “**Required Shareholder Meeting Date**”). If the\nELOC Stockholder Approval has not been obtained by the Required Shareholder Meeting Date, the Acquiror shall pay to the Investor\nan additional $50,000 as liquidated damages for each thirty (30) day period (or portion thereof) thereafter during which the ELOC\nStockholder Approval remains unobtained, which amounts shall be paid by the Acquiror within five (5) business days following the\nend of each such thirty (30) day period. All amounts payable constitute partial liquidated damages and not a penalty, and are in addition\nto any other rights or remedies available to the Investor under the Registration Rights Agreement or applicable law. If the ELOC Stockholder\nApproval is not obtained by the first Required Shareholder Meeting Date, the Acquiror is required to cause an additional shareholder\nmeeting to be held every ninety (90) days during the period beginning on such date and continuing 270 days thereafter until the ELOC\nStockholder Approval is obtained.\n\n \n\nAcquiror\nmay terminate the ELOC Purchase Agreement at any time upon two (2) business days’ prior written notice to the Investor, provided\nthat the Commitment Fee Amount has been fully paid and the Commitment Warrant has been issued. The ELOC Purchase Agreement contains customary\nrepresentations, warranties, covenants and indemnification provisions.\n\n \n\n**Commitment\nWarrant**\n\n \n\nIn\nconnection with the ELOC Purchase Agreement, Acquiror issued to the Investor a Commitment Warrant to purchase shares of Acquiror Common\nStock with an aggregate value of up to $10,000,000 (such shares, the “**Warrant Shares**”). The Commitment Warrant is\nexercisable immediately upon issuance and will expire on the five (5) year anniversary of the date of issuance. The exercise price per\nshare is equal to ninety-eight percent (98%) of the closing sale price of the Acquiror Common Stock on the trading day prior to the exercise\ndate.\n\n \n\nThe\nCommitment Warrant is subject to a beneficial ownership limitation of 4.99% of the outstanding shares of Acquiror Common Stock (which\nmay be increased to 9.99% with the consent of Acquiror). In addition, the holder may not exercise the Commitment Warrant on any trading\nday if the number of Warrant Shares to be issued would exceed five percent (5%) of the greater of (A) the trading volume of the Acquiror\nCommon Stock on the trading day before the exercise date and (B) the trading volume of the Acquiror Common Stock on the exercise date.\n\n \n\nThe\nCommitment Warrant provides for standard adjustments in the event of stock dividends, stock splits, reclassifications, and similar events.\nThe Commitment Warrant also contains anti-dilution protection, such that if Acquiror issues Acquiror Common Stock or securities convertible\ninto Acquiror Common Stock at a price below the then-current exercise price (other than certain exempt issuances), the exercise price\nwill be reduced to such lower price. In the event of a fundamental transaction (including a merger, sale of substantially all assets,\nor change of control), the holder will be entitled to receive the same consideration that holders of Acquiror Common Stock receive in\nsuch transaction.\n\n \n\nIf\nat any time after the six (6) month anniversary of the date of the ELOC Purchase Agreement there is no effective registration statement\nregistering, or no current prospectus available for, the resale of the Warrant Shares, the Commitment Warrant may be exercised on a cashless\nbasis.\n\n \n\n \n\n \n\n \n\n**Registration\nRights Agreement**\n\n** **\n\nIn\nconnection with the execution of the ELOC Purchase Agreement, on July 14, 2026, Acquiror also entered into a Registration Rights Agreement\n(the “**Registration Rights Agreement**”) with the Investor, pursuant to which Acquiror agreed to register for resale\nunder the Securities Act the Purchase Shares, the Commitment Shares, and the Warrant Shares (collectively, the “**Registrable\nSecurities**”).\n\n \n\nUnder\nthe Registration Rights Agreement, Acquiror is required to file a registration statement on Form S-1 (or any successor form) (the “**ELOC\nRegistration Statement**”) with the SEC within ten (10) days of the date of the ELOC Purchase Agreement, covering the resale\nof the Registrable Securities. Acquiror is required to use its commercially reasonable efforts to have the ELOC Registration Statement\ndeclared effective as soon as reasonably practicable after filing.\n\n \n\nThe\nRegistration Rights Agreement contains customary representations, warranties, covenants, and indemnification provisions.\n\n \n\nCopies\nof the ELOC Purchase Agreement, the Commitment Warrant, and the Registration Rights Agreement are filed with this Current Report on Form\n8-K as Exhibits 10.4, 4.3, and 10.5, respectively, and are incorporated herein by reference, and the foregoing description of the ELOC\nPurchase Agreement, the Commitment Warrant, and the Registration Rights Agreement is qualified in its entirety by reference thereto.\n\n* *\n\n*The\nMerger Agreement, the Bridge Financing Documents, the ELOC Purchase Agreement, the Commitment Warrant, the Registration Rights Agreement,\nand the Voting Support Agreement contain representations, warranties and covenants that the respective parties made to each other as\nof the date of such agreements or other specific dates. The assertions embodied in those representations, warranties and covenants were\nmade for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to\nby the parties in connection with negotiating such agreements. The foregoing agreements have been filed with this Current Report on Form\n8-K in order to provide investors with information regarding their terms. They are not intended to provide any other factual information\nabout the Acquiror, the Company, Merger Sub, the Bridge Investors, or the Investor. In particular, the representations, warranties, covenants\nand agreements contained in such agreements, which were made only for purposes of such agreements and as of specific dates, were solely\nfor the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties (including being qualified\nby confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters\nas facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors\nand reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements,\nor any descriptions thereof, as characterizations of the actual state of facts or condition of any party to such agreements. In addition,\nthe representations, warranties, covenants and agreements and other terms of such agreements may be subject to subsequent waiver or modification.\nMoreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of\nsuch agreements, which subsequent information may or may not be fully reflected in the Acquiror’s public disclosures.*"}