Opening the filing
8-K
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).
Net proceeds from the offering are expected to be used for general corporate purposes, including working capital and potential acquisitions, but expressly may not be used for (i) the repayment of indebtedness (other than trade payables incurred in the ordinary course of business), (ii) the redemption of shares of common stock or common stock equivalents, or (iii) the settlement of any pending or threatened litigation.
The Series E SPA contains customary representations, warranties, and covenants of the Company, including, among others, covenants that, while the Series E Preferred Stock remains outstanding, the Company will not, subject to certain exceptions (including Exempt Issuances as defined therein), (a) issue shares of Class A Common Stock or common stock equivalents, (b) incur indebtedness, or (c) file registration statements (other than pursuant to the Registration Rights Agreement described below and on Form S-8). The Company also agreed not to enter into any Variable Rate Transactions (as defined therein), other than with respect to the existing equity line of credit with Secure Net Capital LLC pursuant to the Equity Purchase Agreement dated August 5, 2026 (the “ELOC”). In addition, the Company is prohibited from effecting any reverse or forward stock split without the consent of the holders of a majority of the outstanding Series E Preferred Stock until the later of (x) 180 days after the Release Date (as defined therein) and (y) the date on which no shares of Series E Preferred Stock remain outstanding, except for a reverse stock split of up to 500:1 or as required to meet applicable listing standards.
Series E – Registration Rights Agreement On September 30, 2026, the Company and J.J. Astor entered into a Registration Rights Agreement (the “Series E RRA”), pursuant to which the Company agreed to file a resale registration statement (or confidential submission thereof) covering the shares of Class A Common Stock issuable upon conversion of the Series E Preferred Stock (the “Registrable Securities”) within 30 calendar days after the Closing Date and to cause such registration statement to become effective by the earlier of (i) 60 calendar days after the Closing Date and (ii) the second (2nd) trading day after the Company receives notice from the Securities and Exchange Commission that such registration statement will not be reviewed. In the event the Company fails to satisfy certain filing or effectiveness deadlines, the Company will be required to pay liquidated damages equal to 5% of the subscription amount on each such Event Date (as defined therein) and on each 30-day anniversary thereafter until cured, with interest accruing at the rate of 18% per annum on late payments. The Company is responsible for all registration expenses. Pursuant to the Series E RRA, the Company agreed not to file any other registration statements (other than amendments to previously filed registration statements)
until all Registrable Securities have been registered.
Series D – Consent, Waiver and Ratification On October 6, 2026, holders representing a majority of the outstanding shares of Series D Preferred Stock (the “Series D Majority Holders”) executed and delivered a Consent, Waiver and Ratification (the “Series D Consent”), governed by the laws of the State of Nevada, pursuant to which the Series D Majority Holders, among other things:
consented, pursuant to Sections 15 and 18 of the Series D CoD (nunc pro tunc as necessary), to the creation, authorization, and issuance of the Series E Preferred Stock and the execution and delivery of the Series E Documents (as defined therein), including the treatment of the Series E Preferred Stock as a Variable Rate Transaction;
waived the provisions of Section 4.10 (Subsequent Equity Sales) of the Series D SPA, the most-favored-nation, participation/equal treatment, and related provisions with respect to the issuance of the Series E Preferred Stock;
waived any breach, Event of Default, Default Premium, or Default Dividend that might otherwise arise in connection with the foregoing; and as holders of 50.1% of the Series D RRA Registrable Securities, consented pursuant to Sections 6.2 and 6.5 of the Registration Rights Agreement dated August 5, 2026 (the “Series D RRA”), to the registration of the shares of Class A Common Stock issuable upon conversion of the Series E Preferred Stock, including by means of a pre-effective amendment to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 22, 2026.
No consideration was paid to the Series D Majority Holders in connection with the Series D Consent. J.J. Astor is an express third-party beneficiary of the Series D Consent.
The Series D Consent was acknowledged by the Company (by Jennifer Grabow, Interim Chief Financial Officer) and by J.J. Astor (by Michael Pope, Executive Chairman).
The foregoing descriptions of the Series D SPA Amendment, the Series E SPA, the Series E RRA, and the Series D Consent do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above regarding the Series E SPA and the issuance of the Series E Preferred Stock is incorporated herein by reference.
The shares of Series E Preferred Stock (and the shares of Class A Common Stock issuable upon conversion thereof) were offered and sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, to an accredited investor, without general solicitation or advertising. The aggregate subscription amount for the Series E Preferred Stock is $850,000, representing 106,250 shares at a purchase price of $8.00 per share (aggregate stated value of $1,062,500, reflecting a 20% original issue discount). The Company relied on J.J. Astor’s representations, including as to its status as an “accredited investor” under Rule 501(a) of Regulation D. Appropriate legends were affixed to the securities issued in the offering.
Item 3.03 Material Modification to Rights of Security Holders.
Series D Certificate of Amendment
On September 30, 2026, the Company filed the Certificate of Amendment to the Series D CoD with the Secretary of State of the State of Nevada, effective upon filing. The Certificate of Amendment was adopted with the approval of the Board and the approval of the holders of a majority of the outstanding shares of Series D Preferred Stock. The Certificate of Amendment amended and restated Section 4 (Liquidation) of the Series D CoD to provide that, upon any voluntary or involuntary liquidation, dissolution, or winding up of the Company, after payment in full of all amounts owed to holders of Senior Securities (as defined therein) and pari passu with holders of Pari Passu Securities (as defined therein), and before any distribution to holders of Class A Common Stock or Junior Securities (as defined therein), each holder of Series D Preferred Stock will receive an amount equal to the number of shares of Series D Preferred Stock held by such holder multiplied by $10.00 (the stated value), with ratable sharing among holders if the Company’s assets are insufficient. The amended Section 4 expressly provides that the liquidation preference will no longer be triggered by a merger, a sale of substantially all assets, or a sale of stock.
The Certificate of Amendment also added a new Section 15(d) to the Series D CoD, which provides that the Company may not, without the prior approval of the holders of a majority of the outstanding shares of Series D Preferred Stock, consummate or enter into any agreement providing for any transaction in which: (i)
the Company merges or consolidates with or into another entity; (ii) the Company or any subsidiary sells, leases, licenses, or otherwise disposes of all or substantially all of its assets; (iii) any tender offer or exchange offer is made and accepted by holders of more than 50% of the outstanding shares of Class A Common Stock or more than 50% of the voting power of all then-outstanding securities; (iv) any reclassification, reorganization, or recapitalization of the Class A Common Stock or any compulsory share exchange occurs; or (v) any stock purchase agreement or other business combination results in any person or group acquiring more than 50% of the outstanding shares of Class A Common Stock or more than 50% of the voting power.