NOTE 16 – SUBSEQUENT EVENTS

On July 13, 2026, the Company consummated the transactions contemplated by the Reorganization Agreement, among the Company, SpringBig, Inc, Shalcor Management Inc., as collateral agent and administrative agent for the holders of the Company’s Notes, Lightbank II, L.P. and LS Round II, LLC (the “Transferee”).

Pursuant to the Reorganization Agreement, the Company transferred all of its equity interests in SpringBig, Inc., together with substantially all of the collateral securing the Company’s outstanding Notes, to the Transferee pursuant to Section 272(b) of the DGCL in lieu of the exercise of other secured creditor remedies.

In connection with the Reorganization, the Company was released from all of its obligations under the Notes, representing approximately $12.5 million of principal and accrued interest, while SpringBig, Inc. assumed the remaining obligations under the existing note purchase agreement and related loan documents. The Transferee also paid cash consideration to the Company of approximately $172 thousand at closing.

Following the Reorganization, the Company no longer owns the equity interests of SpringBig, Inc. and its principal assets consist primarily of the cash consideration received at closing together with any remaining assets and liabilities not transferred pursuant to the Reorganization Agreement. Management is evaluating the accounting and reporting implications of the transaction, including its effect on the Company’s future financial statements and operations. If the Company is unable to consummate a strategic transaction, the Company will likely liquidate and wind up its affairs.

On July 10, 2026, the Board of Directors appointed Andrew Jay Glashow as a director and Chief Executive Officer of the Company, effective immediately. Mr. Glashow will receive an annual base salary of $125,000 and will be entitled to receive a performance bonus in the event the Company consummates a strategic transaction.