NOTE 21. RELATED PARTY TRANSACTIONS

Private Placement Financing

On January 29, 2025, the Company completed the sale of 524,390 ordinary shares for aggregate proceeds of $2,150,000, at a per share price of $4.10, the closing price of a share on Nasdaq on the date preceding the date of the securities purchase agreement. The shares were sold to two former directors of the Company, Messrs. Gregory Bailey and James Mellon. The shares were sold in a private placement transaction pursuant to Regulation S, and were issued as restricted stock. The proceeds are being used for general corporate purposes and working capital.

SalvaRx Acquisition

Two of the Company’s former directors, Messrs. Gregory Bailey and James Mellon, are also directors of SalvaRx Group plc, a company which owned approximately 2.2% of the Company’s issued and outstanding ordinary shares as of March 31, 2025. As of March 31, 2026, SalvaRx Group plc owns no issued and outstanding shares of the Company.

Investments

The Company has entered into related party transactions and certain services agreements with certain of its shareholders. Key management personnel of the Company have also entered into related party transactions with certain of its shareholders. Key management personnel are those people who have the authority and responsibility for planning, directing and controlling the activities of the Company, including directors and senior management of the Company.

The following subsidiaries and associates are considered related parties:

(a)               iOx. Upon execution of the iOx Share Exchange on July 18, 2022, the non-Alpha Compute director resigned from the iOx board leaving two Alpha Compute insiders as directors. The management team of Alpha Compute comprises the management team of iOx.

(b)              Saugatuck. Saugatuck is 70% owned by the Company and is controlled by Alpha Compute.

(c)               Portage Development Services Inc. PDS provides human resources and other services to each operating subsidiary of Alpha Compute through shared services agreements.

Transactions between the parent company and its subsidiaries, which are related parties, have been eliminated in consolidation and are not disclosed in this note.

Board Resignations and Appointments

On April 25, 2024, Mark Simon resigned all of his positions on the Board of Directors, and on April 26, 2024, Linda Kozick and Dr. Robert Glassman resigned all of their positions on the Board of Directors. On April 30, 2024, Dr. Jean -Christophe Renondin and Dr. Justin Stebbing were elected to the Board. On August 3, 2025, Justin Stebbing, and Jean-Christophe Renondin resigned from the Board of Directors and Brittany Kaiser was appointed to the Board. On September 25, 2025, Gregory Bailey and James Mellon resigned from the Board of Directors and Michael Terpin and Enzo Villani were appointed to the Board. On December 19, 2025, Alexander Pickett resigned from the board of directors of the Company. On February 6, 2026 Steven Mintz resigned from the board of directors and was replaced with F. Dan Siciliano.

Advisory Agreement

On August 20, 2025, the Company entered into an independent contractor agreement with Ralph Matthew McKibbin (the “McKibbin Agreement”), pursuant to which Mr. McKibbin will provide development advisory services to the Company. Mr. McKibbin is entitled to an equity grant in options at a strike price equal to the fair market value on the date of the grant of 0.25% of the issued and outstanding ordinary shares of the Company after giving effect to the number of issued and outstanding ordinary shares of the Company as of immediately after the Closing. 50% of the options will vest immediately and the remaining 50% shall vest in equal installments over a 12-month period. Due to the relationship between Ms. Kaiser and Mr. McKibbin, the McKibbin Agreement is a related party transaction for Ms. Kaiser.

Relationship with DecentraNet

DecentraNet is an early-stage venture investment fund and advisory firm. They invest at the earliest stages (F&F, Pre-Seed, and Seed), and have advisory clients ranging from startups to multi-billion dollar public companies. In Fiscal 2026 the Company paid DecentraNet a total of $55,000 for advisory and fundraising services. Mr. McKibbin is the founder of DecentraNet and a related party to the Company.

Retention Agreements and General Releases

On July 22, 2024, the Company and Portage Development Services, Inc. entered into a Retention Agreement and General Release (“Retention Agreement”) with each of Allan Shaw, the Company’s former Chief Financial Officer (“Employee”) and Joseph Ciavarella, the Company’s former controller (“Consultant”). Under the terms of each of the Retention Agreements, Employee’s current employment agreement and Consultant’s current consulting agreement both terminated on July 22, 2024, except with respect to certain provisions. In return for continuing to provide services to the Company and its affiliates and completing certain tasks as described in the respective Retention Agreements, the Company paid an aggregate $0.2 million (the “Retention Amount”) to Employee and Consultant, in addition to their monthly pay through September 30, 2024.

The Company accrued the Retention Amount, as well as the monthly pay totaling $0.2 million through September 30, 2024, in the consolidated financial statements for the three months ended June 30, 2024, as the material terms of the Retention Agreements were known and agreed upon at June 30, 2024. In accordance with the terms of the Retention Agreements, the Company paid in full the Retention Amount and issued 14,348 ordinary shares to the Employee and Consultant in lieu of cash bonuses accrued in Fiscal 2023 totaling $0.1 million by September 30, 2024, the date on which the Employee’s employment and the Consultant’s consulting relationship with the Company and its affiliates ended.

Relationship with Compedica

As discussed in Note 10, the Company acquired an equity interest in Compedica, a U.K.-based biotechnology company specializing in medical devices for support with complications from diabetes. The investment was made in a stock-for-stock transaction whereby Compedica obtained a corresponding 27.4% interest in the Company, which was subsequently diluted in connection with the private financing in September 2025. As of September 30, 2025, Compedica owned 11.9% of the Company’s ordinary shares issued and outstanding. At the time of the Compedica investment, Jim Mellon was a director of both Compedica and the Company and a greater than 5% owner of the Company.

On February 6, 2026, the Company and Compedica agreed to exchange their ownership interests in the counterparty with each other, with the 625,000 shares in the Company held by Compedica being returned to the Company’s treasury and the investment being exited. As of March 31, 2026, the Company no longer has any affiliation with Compedica, its employees, or directors, excepting the 625,000 Company shares to be returned, which was completed on May 21, 2026.

Asset Management Agreement

At the closing of the Company’s financing on September 25, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Alpha Sigma Capital, LLC (the “Asset Manager”). Pursuant to the Asset Management Agreement, the Asset Manager shall provide discretionary investment management services with respect to, among other assets (including without limitation certain subsequently raised funds), certain of the Company’s net proceeds from the Offering (the “Account Assets”) in accordance with the terms of the Asset Management Agreement.

Under the Asset Management Agreement, the Company shall pay the Asset Manager an asset-based fee equal to 1.0% per annum of the Account Assets. The Account Assets managed under the agreement are held in the name of the Company and remain under Company control. The agreement term is one year, after which it renews automatically and can be terminated by the Company with 90 days’ notice, provided that the Company has decided to end the TON digital asset treasury strategy.

The Asset Manager is mandated to invest the Account Assets principally with a long-only strategy primarily in TON, including staking (and restaking) TON to improve returns. The Asset Manager is not permitted to invest in any OTC derivatives, futures contracts, or option contracts that would require the Asset Manager to register as a commodity pool operator or commodity trading advisor.

Mr. Enzo Villani, Chief Investment Officer of the Company, is the Chief Executive Officer and Chief Investment Officer of the Asset Manager. Alpha Sigma Capital was also an investor in the Company’s September 2025 financing.

Alpha Transform Holdings

Alpha Transform Holdings ("ATH") is a related party of the Company because it is majority-owned by Enzo Villani, CIO and Chairman, and Michael Terpin, board member. On July 15, 2025, ATH entered into a consulting service agreement with Ground Tunnel Capital LLC, a third-party advisory and marketing consultant. This consulting service agreement was assigned to the Company on October 25, 2025, after Company board approval on October 20, 2025. The effective date of the agreement occurred upon the closing of the subsequent private placement of ordinary shares, which occurred on September 25, 2025, with contractual services to be provided through July 15, 2028. $1.0 million was paid upon execution of the contract, with subsequent milestone payments of $0.25 million due on each October 15, 2025, January 15, 2026, April 15, 2026 and July 15, 2026. On April 15, 2026, the Company submitted its third milestone payment in the amount of $0.25 million.

Blockchain Wire / Content Syndicate

Content Syndicate (dba Blockchain Wire) is a press release distribution service focused on news from blockchain and crypto companies and projects. Their global reach includes distribution to broadcast and online media outlets, social media sites, trade publications, leading blogs, industry executives, influencers and investors. They offer multiple distribution options, ease-of-use, broad partnership integrations and a dedicated client services team. In Fiscal 2026 we paid Content Syndicate a total of $0.2 million for distribution and placement of press releases and media buys. Content Syndicate is a related party by virtue of being owned by Enzo Villani and Michael Terpin.

Compensation Arrangements

The following table summarizes all compensation paid or payable by the Company to its directors and senior management for the fiscal years ended March 31, 2026, 2025, and 2024.

Compensation Arrangements

The following tables and accompanying notes set forth all compensation paid or payable by the Company to its directors and senior management for the fiscal years ended March 31, 2026, 2025, and 2024. The share information is adjusted to give effect to the 1-for-20 reverse share split completed on August 15, 2024.

Director Compensation

Executive Officer Compensation

Notes

Outstanding Equity Awards at Fiscal Year-End

The following table and related notes provide certain information regarding all outstanding equity awards for our executive officers as of March 31, 2026, as adjusted to give effect to the 1-for-20 reverse share split completed on August 15, 2024:

Notes