Note 11 – Subscription Agreements

On October 21, 2024, the Company and Beyond entered into the Subscription Agreement. On February 5, 2025, Kirkland’s shareholders approved at the Special Shareholders Meeting, Beyond’s purchase of $8 million of Kirkland’s common stock at a price of $1.85 per share for a total of 4,324,324 shares. After the $8 million equity purchase and the mandatory conversion of the Convertible Term Loan, Beyond owned approximately 40% of Kirkland’s then outstanding common stock. Pursuant to an investor rights agreement, Beyond is subject to a standstill obligation, that among other things, generally restricts Beyond’s ability to acquire more than 40% of the Company’s stock. Beyond is considered a related party due to the significant influence they have over the Company.

On October 18, 2024, the Company and Consensus Securities LLC (“Consensus”), the Company’s financial advisor, entered into a subscription agreement. On February 5, 2025, in connection with completing the Beyond transaction, the Company issued 310,135 shares of common stock to Consensus as partial payment of a $574,000 success fee.