Transaction Details

Footnotes

On March 19, 2026, David E. Lazar (the "Reporting Person") entered into a Securities Purchase Agreement pursuant to which the Reporting Person sold all of his title and interest in (i) all 700,000 shares of Series AAA Preferred Stock (convertible into an aggregate of 105,000,000 shares of the Issuer's common stock) held by the Reporting Person and (ii) 196,800 shares of the Reporting Person's Series AA Preferred Stock (convertible into an aggregate of 3,936,000 shares of the Issuer's common stock), as well as all of the Reporting Person's rights, title and interest in the Series AA Preferred Stock and Series AAA Preferred Stock under a securities purchase agreement dated December 22, 2025 (the "March 2026 Transaction"). The closing of the March 2026 Transaction occurred on March 23, 2026. Following the March 2026 Transaction, the Reporting Person retained 103,200 shares of Series AA Preferred Stock, convertible into an aggregate of 2,064,000 shares of the Issuer's common stock. | The Series AA Preferred Stock is convertible at the option of the holder for no additional consideration. | The Series AA Preferred Stock is perpetual and therefore has no expiration date. | The Series AAA Preferred Stock is convertible at the option of the holder for no additional consideration. | The Series AAA Preferred Stock is perpetual and therefore has no expiration date.