Bridge Financing

On October 10, 2025, the Company entered into a financing agreement for $1.4 million in proceeds net of fees of $60,000. The Company agreed to pay $87,000 weekly financing charges and the estimated term is 183 calendar days from the time of funding.

Q3 2025 Notes Conversion

On October 1, 2025, the Q3 2025 Notes were fully converted. The Company issued 31,064,393 shares of common stock and the Q3 2025 Notes are no longer outstanding. For further details on the Q3 2025 Notes, see Note 5 Borrowings.

Warrant Exchange

On October 2, 2025, the Company closed the Warrant Exchange Agreement entered into on August 4, 2025 entered into in connection with the Q3 2025 Notes to exchange 30,738,005 common stock warrants into shares of common stock. The stock was issued on October 2, 2025 and the warrants are no longer outstanding. For further details, see Note 5 Borrowings.

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October Purchase Agreement

On October 24, 2025, the Company entered into a securities purchase agreement (the “October Purchase Agreement”) with certain investors (“October Investor”, and collectively, the “October Investors”), pursuant to which the Company agreed to issue and sell to the October Investors, in a registered direct offering, (a) an aggregate of 1,470,588 shares (the “October Initial Shares”) of common stock of the Company at a price of $0.34 per share and (b) an aggregate of 4,255,319 shares (the “October Additional Shares”) of common stock at a price of $0.47 per share, for aggregate gross proceeds of approximately $2.5 million.

The closing with respect to the October Initial Shares took place on October 29, 2025. The closing with respect to the October Additional Shares, subject to the satisfaction of certain additional closing conditions, is expected to take place on the business day immediately after the Company receives the approval of its stockholders with respect to an amendment to the Company’s certificate of incorporation to increase the number of shares of common stock authorized for issuance to an amount sufficient to satisfy the Company’s existing contractual obligations.

Acquisition of API Media

On October 28, 2025, the Company announced that it had entered into a definitive agreement to acquire API Media, a privately held technology provider headquartered in New Jersey (the “API Purchase Agreement”), for consideration of cash of $14.0 million. API Media delivers audio-visual and IT services for large-scale sporting events and enterprise clients. On October 28, 2025, the Company paid a deposit of $1.0 million to API.

Under the terms of the agreement, the Company will acquire 100% of the equity interests of API Media in an all-cash transaction, which is expected to close in December 2025, subject to customary closing conditions and regulatory approvals. The API Purchase Agreement can be terminated by mutual written consent of the parties, and also by either party after December 5, 2025 (the “Outside Date”), if the closing has not occurred by the Outside Date; provided, however, that the right to terminate shall not be available to a party whose material breach of the API Purchase Agreement has been the principal cause of, or primarily resulted in, the failure of the closing to occur. Additionally the API Purchase Agreement can be terminated by either party if a final, non-appealable order, decree or ruling enjoining or otherwise prohibiting consummation of the purchase has been issued by any governmental authority or if the other party is in breach of the API Purchase Agreement which has not been cured within ten (10) days of written notice of such breach (provided that such terminating party has not committed a material breach which is the principal cause of the failure to close).

Following completion of the acquisition, the API Media brand will be retained, and the business will operate as part of the Company’s enterprise data-activation and monetization segment.

The Company expects to account for the transaction as a business combination in accordance with ASC 805, Business Combinations. The Company is currently evaluating the preliminary purchase price allocation, including the fair values of the assets to be acquired, liabilities to be assumed, and any resulting goodwill or intangible assets. Because the transaction had not closed as of September 30, 2025, no amounts related to this acquisition are included in the accompanying consolidated financial statements.

Letter of Intent to Acquire NYIAX Inc.

On October 13, 2025, the Company entered into a letter of intent (“LOI”) to acquire NYIAX Inc., a technology and services company with operations in the United States, Europe, and Dubai. NYIAX operates a proprietary blockchain-enabled advertising and data-exchange platform jointly developed with Nasdaq and owns an associated portfolio of intellectual-property rights.

The proposed transaction is subject to the negotiation and execution of a definitive acquisition agreement, approval by the Company’s stockholders and Nasdaq, and other customary closing conditions. If consummated, the transaction is expected to close in the first quarter of 2026.

The Company anticipates accounting for any completed transaction as a business combination under ASC 805, Business Combinations. Because only a non-binding LOI had been executed as of September 30, 2025, no amounts related to this potential acquisition have been reflected in the accompanying consolidated financial statements.

Scilex Licensing Agreement

On November 3, 2025, the Company entered into a License Agreement (the “Scilex License Agreement”) with Scilex Holding Company (“Scilex”), to grant to Scilex a worldwide, exclusive, non-transferable license, with the right to sublicense, under the patents and know-how to research, develop, make, have made, use, sell, have sold, offer for sale, import, export, register, market, promote, advertise, commercialize and distribute the proprietary materials including a suite of patents related to the Company’s data platforms and any products created therefrom within the target market.

The target market is industries including biotechnology, biopharmaceutical, genetic, diagnostic, and data-related industries, and any markets relating to the generation, use, storage, analysis, tokenization, and exchange of DNA, genetic, diagnostic, and therapeutic data or materials.

The Scilex License Agreement expires upon the expiry of the patents underlying the proprietary materials, at which point the license shall become perpetual, irrevocable, non-exclusive and royalty-free. The Scilex License Agreement is subject to earlier termination if, among other things: (i) either party ceases to exist or becomes insolvent, (ii) either party commits a material breach of the Scilex License Agreement, (iii) Scilex fails to make any required payment to the Company that is not cured within 15 days, or (iv) Scilex does not achieve and maintain annual royalty payments to the Company of a minimum of $1.0 million after 24 months following the date of the Scilex License Agreement.

As consideration for the license, Scilex agreed to pay the Company (a) a non-refundable license fee of $10.0 million, payable in four equal installments of $2.5 million on or before the last day of each fiscal quarter, beginning on December 31, 2025, (b) subject to achievement of certain net sales for the licensed product up to an aggregate of $2,550.0 million, and (c) a five-percent (5%) royalty on net sales of the product during the applicable royalty term under the Scilex License Agreement.

Dream Bowl Tokens

Subsequent to September 30, 2025, the Board of Directors approved the creation of the Dream Bowl 2026 Meme Coin digital tokens (“Dream Bowl Tokens”) and authorized the engagement of Teknos Associates to perform an independent valuation of the tokens. The Board also declared a dividend of one Dream Bowl Token per share of Company Common Stock (including securities entitled to participate on an as-converted basis), payable to stockholders of record as of November 28, 2025, subject to certain conditions, including receipt of the valuation report and confirmation of adequate statutory surplus. The dividend is expected to be paid within 60 days after the record date unless modified or revoked by the Board. This subsequent event did not require adjustment to the Company’s September 30, 2025 consolidated financial statements.