Capital DACA Funds Release As previously disclosed, on June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”)
pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000.
On the Closing Date, Streeterville paid $375,000 to the Company and $4,625,000 was sent to an account at Lakeside Bank owned by the Company’s newly formed wholly-owned subsidiary, ARH Sub, LLC, a Utah limited liability company, to be held pursuant to the Deposit Account Control Agreement (“DACA”). On July 10, 2025, the Company entered into a second securities purchase agreement, and amended and restated the DACA, with Streeterville pursuant to which the Company issued and sold to Streeterville a second secured convertible promissory note in the original principal amount of $6,235,000 (the “Note”). Streeterville paid $650,000 to Champion Safe Company, Inc., a wholly-owned subsidiary of the Company, and $5,000,000 was sent to the DACA account at Lakeside Bank. On September 23, 2026, Streeterville and ARH Sub sent joint instructions to Lakeside Bank to release $100,000 from the DACA to the Company.
Horberg
Exchange Agreements On October 2, 2026, the Company entered into an Exchange Agreement (the “Series D Exchange”) with Horberg Enterprises, LP (“Horberg”).
The Company previously sold Horberg 100,000 shares of Series D Convertible Preferred Stock pursuant to that certain Securities Purchase Agreement dated as of October 1, 2025. Pursuant to the Series D Exchange, the Company and Horberg agreed to exchange and convert 10,800 shares of Series D Convertible Preferred Stock for 81 shares of Series E Preferred Stock, representing a dollar amount of $81,000.
On October 2, 2026, the Company entered into an additional Exchange Agreement (the “Series E Exchange”) with Horberg. Pursuant to the Series E Exchange, the Company and Horberg agreed to exchange and convert 81 shares of Series E Preferred Stock for 1,756,507 shares of common stock.
The foregoing descriptions of the Series D and Series E Exchanges are not a complete description of all of the parties’ rights and obligations under the Exchanges, and are qualified in their entirety by reference to the Series D Exchange Agreement and Series E Exchange Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Streeterville
June 2025 Note Exchange Agreement On October 5, 2026, the Company entered into an Exchange Agreement (the “Note Exchange”) with Streeterville Capital, LLC. The Company previously entered into that certain Secured Promissory Note (the “Note”), with an original issuance date of June 26, 2025 in the principal amount of $5,470,000. Pursuant to the Note Exchange, the Company and Streeterville agreed to partition a new Secured Promissory Note in the original principal amount of $125,000 (the “Partitioned Note”) from the Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balance of the Partitioned Note. Concurrently, the Partitioned Note was exchanged for 1,190,476 shares of the Company’s common stock.
The foregoing descriptions of the Note Exchange is not a complete description of all of the parties’ rights and obligations under the Note Exchange, and are qualified in its entirety by reference to the Form Note Exchange Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 29, 2026 .
LLC Termination Agreement On October 12, 2026, the Company entered into a Termination Agreement and Mutual Release (the “Termination Agreement”) with 218 LLC, a Tennessee limited liability company (“Seller”), and Gary Bowie, individually. The Termination Agreement terminates the Membership Interest Purchase Agreement dated effective September 15, 2025 (the “MIPA”), and the related Secured Convertible Term Note dated September 15, 2025 (the “Secured Note”), previously entered into in connection with the Company’s acquisition of membership interests in Seller (whose sole asset is the commercial property located at 218 3rd Avenue North, Nashville, Tennessee).
Pursuant to the Termination Agreement:
The MIPA and Secured Note are terminated.
The Company transfers and relinquishes to Gary Bowie all membership and other ownership interests, if any, it holds in Seller. Seller consents to the transfer, will update its records, and Gary Bowie accepts the transfer. The Company has no further ownership, management, funding, or acquisition obligation with respect to Seller.
The parties provide mutual releases of all claims relating to the MIPA, Secured Note, and the 2025 acquisition relationship, subject to the terms of the Termination Agreement and the Promissory Note described below.
Seller and Gary Bowie are solely responsible for the liabilities of Seller and its property. Limited mutual indemnities apply only to third-party claims arising from breaches of express obligations under the Termination Agreement or undisclosed transfers of released claims.
All securities issued to Seller or Gary Bowie in connection with the terminated acquisition relationship and still owned by them (including the 82,000 shares of Series D Convertible Preferred Stock) are to be surrendered for cancellation.
In consideration of the termination and as full and final settlement of the Company’s obligations arising from the 2025 acquisition relationship (after all agreed credits), the Company executed and delivered a Promissory Note dated October 12, 2026 (the “Promissory Note”) in the principal amount of $89,986.18 payable to Seller.
Key terms of the Promissory Note include:
Principal:
$89,986.18
Interest Rate: 7.00% per annum (simple interest)
Interest-only payments: Nine (9) monthly payments of $524.92 each, commencing November 12, 2026, and continuing on each monthly anniversary through the Maturity Date
Maturity Date: July 12, 2027 (nine calendar months after the Effective Date), at which time the entire unpaid principal balance, together with accrued and unpaid interest, is due (balloon payment)
Prepayment:
Permitted in whole or in part at any time without penalty
On October 5, 2026, the Company issued Horberg Enterprises LP 1,756,507 shares of common stock, valued at $0.0461 per share, pursuant to a preferred stock exchange agreement set forth in Item 1.01 above.
On October 5, 2026, SCC requested the issuance of 500,000 shares of Common Stock to SCC, representing a payment of approximately $22,090.
On October 6, 2026, the Company issued Streeterville 1,190,476 shares of common stock pursuant to the exchange agreement described in Item 1.01 above at a per share price of $0.105.
All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Item 7.01. Regulation FD Disclosure.
On September 23, 2026, Streeterville and ARH Sub sent joint instructions to Lakeside Bank to release $100,000 from the DACA account to the Company.¶10