NOTE 17 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through August 14, 2026, and identified the following:

On July 14, 2026, the Company, through one of its subsidiaries, entered into a Consulting and Management Agreement with Legends Global Theater Management, LLC (“Legends”) in connection with the Regent Bank Amphitheater being developed in Broken Arrow, Oklahoma. Under this agreement, Legends will provide pre-opening advisory services and will book and promote live music concerts, comedy events and other mutually approved entertainment events at the Regent Bank Amphitheater in exchange for a fixed monthly pre-opening advisory fee; a monthly management fee consisting of the greater of a fixed annual fee or a fixed percentage of adjusted gross income, less specified event-related costs; an annual incentive fee upon achievement of mutually agreed key performance indicators; and monthly commissions related to food-and-beverage revenues.

On July 17, 2026, for the purpose of funding construction costs for its in-development amphitheater projects, the Company, together with certain of its subsidiaries named as guarantors, entered into a Secured Promissory Note and Guaranty Agreement (the “Note”) with Ryan, LLC (the “Lender”), pursuant to which the Lender provided the Company with a secured, short-term bridge loan (the “Bridge Loan”) in the principal amount of $20,000,000 plus up to $500,000 to cover certain of the Lender’s third-party fees, costs, and expenses incurred in negotiating the Note. The term of the Bridge Loan is 90 days from July 17, 2026, and the Bridge Loan bears interest at 18.0% per annum. The Bridge Loan is personally guaranteed by the Company’s Chairman and CEO.

In July 2026, the Company granted 200,000 stock options to a director of the Company, 250,000 stock options to an advisor to the Company’s CEO and a director nominee for election to the Company’s Board of Directors at the Company’s upcoming annual meeting of shareholders (the “Annual Meeting”), and 300,000 stock options to an officer of the Company (subject to shareholder approval at the Annual Meeting of a proposed amendment to the 2023 Plan to increase the number of shares of Common Stock reserved for issuance under the 2023 Plan).

In connection with the Partner Agreement dated November 6, 2025 that the Company entered into with one of its brand ambassadors, the Company issued 77,479 shares of Common Stock to the brand ambassador in August 2026.

Pursuant to the Old Mill Note dated February 3, 2026, the Company elected to satisfy the first six months of accrued interest payable to Old Mill in the form of the Company’s Common Stock. The number of shares of Common Stock issued was based on a value of approximately $174,577, determined using the volume weighted average price per share during the preceding ten days during which the NYSE American was open. On August 3, 2026, the Company issued 76,234 shares of Common Stock to satisfy the accrued interest obligation.

Effective August 3, 2026, the Company entered into a Ticketing Agreement with Ticketmaster L.L.C. (“Ticketmaster”) pursuant to which Ticketmaster is granted the right to be the exclusive seller of all tickets for the sellable capacity of any event held at the Regent Bank Amphitheater, The Sunset McKinney, and The Sunset El Paso. In exchange, the Company will pay Ticketmaster certain charges and fees assessed per ticket sold. The term of this agreement will continue for five years following the opening date of the last of the Regent Bank Amphitheater, The Sunset McKinney, and The Sunset El Paso to open (the “Initial Term”) and automatically renews for successive five-year periods following the Initial Term, unless either party elects to terminate the agreement.

On July 31, 2026 (the “Issuance Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) in connection with the issuance and sale by the Company of an aggregate of $25,000,000 in original principal amount of Senior Secured Convertible Debentures (the “Debentures”) to the Purchaser and warrants to purchase shares of Common Stock (the “Warrants”). Pursuant to the Debentures, $12,500,000 of the original principal amount that was funded to the Company by the Purchaser on the Issuance Date (the “Holdback Amount”) is initially being held in an account as cash collateral, subject to release to the Company upon the Company’s compliance with certain terms in the Debentures. The Debentures will mature on July 31, 2027, unless earlier converted or redeemed. The Debentures have an original issue discount of 5%. Accordingly, on the Issuance Date, the Company received gross proceeds of $11,875,000 before fees and expenses. If the Holdback Amount is subsequently released to the Company pursuant to the Debentures, the Company will receive additional gross proceeds of $11,875,000, resulting in aggregate gross proceeds to the Company of $23,750,000 before fees and expenses. The Debentures do not bear interest unless and until the occurrence of an event of default, in which case the Debentures will accrue interest at a rate of 18% per annum. At any time on or after the Issuance Date, the Debentures are convertible at the option of the Purchaser into shares of Common Stock at an initial conversion price of $7.50 per share, subject to adjustment upon a payment failure or other event of default as provided in the Debentures. The Company will be required to make monthly installment payments consisting of $5,000,000 of principal, the applicable payment premium on such principal amount, which is initially 15% but increases to 20% after the 75th day following the Issuance Date, and any accrued and unpaid interest, in accordance with the Debentures’ repayment schedule.

BBRP DST offers beneficial interests in the trust that include both equity and debt components. From June 30, 2026 through August 13, 2026, the Company sold approximately $7.3 million of beneficial interests in BBRP DST, including to a related party.