On March 7, 2025, the Company completed the acquisition of Amaze Software, Inc. (the “Acquisition”), pursuant to the Amended and Restated Agreement and Plan of Merger dated as of March 7, 2025 (the “Merger Agreement”) by and among the Company, Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Amaze Software, Inc., a Delaware corporation (“Amaze Software”), the stockholders of Amaze Software, and Aaron Day, solely in his capacity as the Holders’ Representative. Amaze Software is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services.

Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Amaze Software with Amaze Software as the surviving company and a wholly owned subsidiary of the Company, and (ii) the aggregate merger consideration paid by the Company in connection with the Acquisition included 750,000 shares of the Company’s Series D Preferred Stock, plus Merger Warrants to purchase an aggregate of 47,556 shares of the Company’s common stock.

The Acquisition was recorded as a business combination based on a valuation of assets acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets and liabilities (“Level 3” inputs). The following table details the approximate purchase price allocation as of the acquisition date:

Goodwill represents the excess of the purchase price consideration over the valuation of the net assets acquired.

On November 7, 2025 (“Closing Date”), the Company entered into the Asset Purchase Agreement with Food Channel Amaze Company LLC, a wholly-owned subsidiary of the Company (“Purchaser”), Foodchannel.com LLC, a Missouri limited liability company (“Seller” or “Food Channel”), Solaris Media, Inc., a New York corporation (“Solaris”) and Intuience, LLC, a Missouri limited liability company (“Intuience,” and together with Solaris, the “Owners”). Subject to the terms and conditions of the Asset Purchase Agreement, on November 7, 2025, Purchaser acquired all of the assets of Seller (as more particularly described in the Asset Purchase Agreement, the “Acquired Assets”) related to an online platform for creators and consumers focused on culinary content (the “Business”), including the name “Food Channel” and all intellectual property related to the Business. The aggregate purchase price for the Acquired Assets is approximately $437,000, payable in the form of a convertible promissory note (the “Convertible Note”) valued at $408,000 with a face value of $650,000, and $29,000 of transaction expenses. The Convertible Note accrues interest at a rate of 4% per annum and is convertible at any time after issuance at a conversion price of $6.08 per share. On January 6, 2026, the outstanding principal amount and any accrued and unpaid interest on the Convertible Note converted into shares of the Company’s common stock at a conversion price equal to $6.08 per share. The purchase price is subject to a 10% holdback for indemnification claims for twelve months following the closing date.

The total purchase price as determined by the Company is approximately as follows:

Based on guidance provided by ASC Topic 805, Business Combinations, the Company has recorded the Food Channel asset purchase as an asset acquisition due to the determination that substantially all of the fair value of the assets acquired was concentrated in a group of similar identifiable assets. The Company believes the “substantially all” criterion was met with respect to the acquired intellectual property (i.e., content library and trademarks) based on the Company’s internal valuation models. These models assigned value to the acquired intellectual property based on estimated future cash flows over the life of the respective patents and patent applications.

The purchase consideration, plus transaction costs, was allocated to the individual assets according to their fair values as a percentage of the total fair value of the assets purchased, with no goodwill recognized. Based on the Company’s internal valuation performed, the total fair value of the net assets acquired was attributable to the content library (IP) and trademarks. The total purchase consideration was allocated based on the relative estimated fair value of such assets as follows:

	Estimated Fair Value		% of Total			Allocated Purchase Price		% of Total
Content library (IP)	$	387,000		56.9	%	$	256,485		58.7	%
Trademarks		272,000		40.0	%		180,457		41.3	%
Goodwill		20,000		3.1	%		-		0.0	%
Net assets acquired	$	679,000		100	%	$	436,942		100.0	%

On May 15, 2026, the Company acquired the intellectual property associated with the “Kast” streaming platform (the “Kast Assets”) from Evasyst, Inc. and Live Current Media, Inc. pursuant to a Kast Asset Purchase Agreement. The acquired assets consist of the Kast platform source code and a portfolio of related registered internet domain names. The Company did not acquire the subscriber or user base, customer data, business processes, hosting infrastructure, or any associated goodwill, and assumed no liabilities of the sellers.

The Company accounted for the transaction as an asset acquisition, as substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable intangible assets. Accordingly, the aggregate cost was allocated to the assets acquired based on their relative fair values, and no goodwill was recognized. Because substantially all of the acquired value relates to the Kast platform source code, which was functional and in service at the acquisition date, and the value of the related domain names was determined to be immaterial, the acquired assets are presented as a single class of developed technology.

The acquired intangible asset is subject to amortization on a straight-line basis over their estimated useful lives and have no significant residual value.

The total purchase price is up to $3,000,000, payable solely from proceeds the Company receives under its existing equity line of credit (the “ELOC”) during the period from closing through March 31, 2027. The first $150,000 of such proceeds is payable to the seller, and additional proceeds are payable to a noteholder in satisfaction of certain notes, until the purchase price is paid in full or the period expires, after which the Company has no further obligation. Because payment is contingent on and funded solely by future ELOC proceeds, the Company recognizes the cost of the acquired assets, and the related consideration, as amounts are paid in accordance with ASC 450. Through June 30, 2026, the Company had recognized $210,000 of acquired intangible assets and made related payments of $200,000 and $10,000 of acquisition costs.