| | The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable. Other than as set forth below, the Reporting Persons have beneficially owned the Subordinate Voting Shares since prior to the Section 12(g) registration of the Subordinate Voting Shares of the Issuer in August 2022 and the Common Stock since the effective date of the Continuance as described below.
On December 8, 2022, Mr. Cacioppo received a grant of options to purchase up to 3,000,000 Subordinate Voting Shares of the Issuer and Serpentine Capital Management II, LLC received warrants to purchase up to 719,080 Subordinate Voting Shares of the Issuer.
On September 1, 2023, Mr. Cacioppo received warrants to purchase up to 557,471 Subordinate Voting Shares of the Issuer.
On December 17, 2023, in connection with an amendment to his employment agreement, Mr. Cacioppo received a grant of options to purchase up to 3,000,000 Subordinate Voting Shares of the Issuer and warrants to purchase up to 718,750 Subordinate Voting Shares of the Issuer.
On July 31, 2024, Serpentine Capital Management III LLC received warrants to purchase up to 3,600,000 Subordinate Voting Shares of the Issuer which were acquired in connection with a Credit Agreement, dated as of July 31, 2024.
On September 13, 2024, in connection with the surrender and cancellation of previously issued options to purchase up to 5,385,000 Subordinate Voting Shares of the Issuer as part of a Stock Option Cancellation and Regrant Program, Mr. Cacioppo received a grant of options to purchase up to 5,385,000 Subordinate Voting Shares of the Issuer.
On September 13, 2024, in connection with an amendment to his employment agreement, Mr. Cacioppo received a grant of options to purchase up to 1,062,732 Subordinate Voting Shares of the Issuer.
On February 25, 2025, Serpentine Capital Management III LLC received warrants to purchase up to 6,198,333 Subordinate Voting Shares.
On March 10, 2025, the second business day following the filing of the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, it was determined that the actual number of Subordinate Voting Shares subject to such warrants issued to Serpentine Capital Management III, LLC was 5,810,938.
On December 11, 2025, in connection with an amendment to his employment agreement, Mr. Cacioppo received a grant of 3,000,000 restricted Subordinate Voting Shares of the Issuer pursuant to the Issuer's 2019 Equity Incentive Plan (the "Plan").
On July 30, 2026, the Issuer filed articles of domestication and articles of incorporation with the Secretary of State of the State of Nevada to continue out from the jurisdiction of the Province of British Columbia, Canada, to the jurisdiction of the U.S. State of Nevada (the "Continuance"). In connection with the Continuance, (i) each Subordinate Voting Share held by a Reporting Person was automatically exchanged into one issued and outstanding share of Common Stock, (ii) each outstanding option to purchase Subordinate Voting Shares held by a Reporting Person was deemed to be adjusted to become one outstanding option to purchase an equal number of shares of Common Stock and (iii) each outstanding warrant to purchase Subordinate Voting Shares held by a Reporting Person was deemed to be adjusted to become one outstanding warrant to purchase an equal number of shares of Common Stock.
Between August 24, 2026 and September 1, 2026, One East Partners L.P. purchased an aggregate of 2,019,798 shares of Common Stock for an aggregate purchase price of $1,010,011 (excluding brokerage commissions) in open market transactions through brokerage entities utilizing its working capital funds. |
| | The Reporting Persons acquired the Common Stock, Options and Warrants for investment purposes, and such purchases were made in the Reporting Persons' ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock, Options and Warrants, as they deem advisable to benefit from changes in market prices, changes in the Issuer's operations, business strategy or prospects, or from a sale or merger of the Issuer - subject to limitation based on Mr. Cacioppo's current positions as Chief Executive Officer and member of the Board of Directors of the Issuer.
To evaluate such alternatives, the Reporting Persons routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations.
Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with other officers or other directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons' modifying their ownership of the Subordinate Voting Shares, Options and Warrants, ex changing information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer 's operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other plans and/or make other proposals and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j ) of Item 4 of Schedule 13D, or acquire additional Subordinate Voting Shares, Options and Warrants or dispose of all Subordinate Voting Shares, Options and Warrants beneficially owned by them, in the public market or privately negotiated transactions subject to limitation based on Mr. Cacioppo's current positions as Chief Executive Officer and member of the Board of Directors of the Issuer. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing. |