Item 1.02 Termination of a Material Definitive Agreement
On August 10, 2026, the Company notified Kingsway Capital Partners Limited ("Kingsway”) that the Company has terminated the Advisory Services Agreement between the Company and Kingsway dated August 7, 2025 (the "Agreement”). Pursuant to the terms of the Agreement, the Company agreed to pay an annual advisory fee equal to 2.0% of the Company’s market capitalization (calculated based upon the Company’s equity ownership on a fully diluted, as converted basis), payable in arrears, in 12 monthly installments with such market capitalization calculated as of the last day of each calendar month. The Company stopped making monthly payments to Kingsway under the Agreement in March 2026, with its last monthly payment being made on March 18, 2026. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is attached hereto as Exhibit 10.1, and is hereby incorporated by reference into this Item 1.02.
As previously disclosed in the Company’s Form 10-K filed on March 31, 2026 and Form 10-Q filed on May 12, 2026, the Company’s Board of Directors authorized the Company to negotiate a settlement to terminate the Agreement with Kingsway. Unable to reach a negotiated settlement, the Company has terminated the Agreement without a settlement. Both the Company and Kingsway have reserved all rights. As of the date of this filing, the Company cannot estimate the financial impact stemming from termination of the Agreement. The Company does not expect the termination to affect its TON treasury strategy or day-to-day operations.
As previously disclosed in a Form 8-K filed on August 8, 2025, Kingsway is controlled by Manuel Stotz, the Company’s Executive Chairman of the Board of Directors since August 7, 2025. Additionally, as disclosed in the Company’s proxy statement filed on April 30, 2026, Kingsway is a significant stockholder of the Company.
On August 10, 2026, the Company notified Kingsway Capital Partners Limited ("Kingsway”) that the Company has terminated the Advisory Services Agreement between the Company and Kingsway dated August 7, 2025 (the "Agreement”). Pursuant to the terms of the Agreement, the Company agreed to pay an annual advisory fee equal to 2.0% of the Company’s market capitalization (calculated based upon the Company’s equity ownership on a fully diluted, as converted basis), payable in arrears, in 12 monthly installments with such market capitalization calculated as of the last day of each calendar month. The Company stopped making monthly payments to Kingsway under the Agreement in March 2026, with its last monthly payment being made on March 18, 2026. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is attached hereto as Exhibit 10.1, and is hereby incorporated by reference into this Item 1.02.
As previously disclosed in the Company’s Form 10-K filed on March 31, 2026 and Form 10-Q filed on May 12, 2026, the Company’s Board of Directors authorized the Company to negotiate a settlement to terminate the Agreement with Kingsway. Unable to reach a negotiated settlement, the Company has terminated the Agreement without a settlement. Both the Company and Kingsway have reserved all rights. As of the date of this filing, the Company cannot estimate the financial impact stemming from termination of the Agreement. The Company does not expect the termination to affect its TON treasury strategy or day-to-day operations.
As previously disclosed in a Form 8-K filed on August 8, 2025, Kingsway is controlled by Manuel Stotz, the Company’s Executive Chairman of the Board of Directors since August 7, 2025. Additionally, as disclosed in the Company’s proxy statement filed on April 30, 2026, Kingsway is a significant stockholder of the Company.
