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Exchange Agreements - Effective February 23, 2026, the Company entered into exchange
agreements with EM1, Limitless Performance Inc., and Amarose, Inc. (“Amarose”),
each of which is controlled by the Company’s Chief Executive Officer and greater than
10% shareholder, Jaspreet Mathur, pursuant to which such affiliates exchanged an aggregate
of 304,264 shares of the Company’s Class C Convertible Preferred Stock for an aggregate
of 1,264,365 shares of the Company’s Series D 15% Cumulative Redeemable Perpetual Preferred
Stock. No additional cash consideration was paid in connection with the exchanges, except
for cash payable in lieu of any fractional share.
Royalty
Payables –LPI, SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and Amarose. (“Amarose,”
and collectively with LPI, Smiles, and Divatrim, the “Licensors”) are all companies at least 50% owned by a shareholder
of the Company. On December 1, 2021, the Company entered into manufacturing and distributorship license agreements (each, a “License
Agreement”) with each of the Licensors to distribute each of the Licensors’ respective products and for payments to such
Licensor for its product designs and distribution rights. Pursuant to the License Agreements, and each of them, the Company agreed
to pay to such Licensors royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.
On October 1, 2023, the Company terminated each of the License Agreements; however, the Company maintained its license for NZT-48
with LPI. As of March 31, 2026 and 2025, the royalty payable was $0 and $0, respectively. |