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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 28, 2026
MINERALRITE CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 000-27739
State of Incorporation: Texas
IRS Employer Identification Number: 90-0315909
325 N. St. Paul Street, Suite 3100
Dallas, Texas 75201
(Address of principal executive offices)
(469) 881-8900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report: Not applicable)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425
☐ Soliciting material pursuant to Rule 14a-12
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
Securities registered pursuant to
Section 12(g) of the Act
| Title of each class |
Trading Symbol(s) |
Name of each exchange
on which registered |
Par Value |
| Common stock |
RITE |
OTC Markets (OTCID) |
No Par Value |
| Series A Preferred |
None |
None |
No Par Value |
| Series B Preferred |
None |
None |
No Par Value |
| Series C Preferred |
None |
None |
No Par Value |
| Series D Preferred |
None |
None |
$25.00 |
| Series NMC Preferred |
None |
None |
$25.00 |
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
|
| |
Non-accelerated filer |
☐ |
|
Smaller reporting company |
☒ |
|
| |
|
|
|
Emerging growth company |
☒ |
|
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 - Entry into a Material Definitive
Agreement
On September 30, 2026 (the “Closing Date”),
MineralRite Corporation (the “Company” or “RITE”) entered into a Series NMC Preferred Stock Repurchase, Note and
Sinking-Fund Agreement (the “Repurchase Agreement”) with Abstract Concepts 1618 LLC (“Abstract”), acting on behalf
of itself and its affiliates. Under the Repurchase Agreement, the Company repurchased from Abstract 3,919,388 shares of the Company’s
Series NMC $25 Convertible Preferred Stock (“Series NMC Preferred”) for an aggregate repurchase price of $106,724,942. The
Company issued Abstract a non-interest-bearing promissory note in that principal amount (the “Note”) as consideration for
the repurchase.
The Series NMC Preferred sinking fund commits to repurchase
shares tendered by holders, subject to the availability of sufficient funds, at a price that began at the $25.00 par value and grows at
5% per annum, subject to a $25.40 floor. In the Repurchase Agreement, the Company and Abstract confirmed that this growth compounds annually
and that the sinking-fund price was approximately $27.23 per share as of the Closing Date. The Repurchase Agreement also permanently caps
at $269,049,058.76 the total amount payable by the Company under the Series NMC Preferred sinking fund with respect to the Series NMC
Preferred shares covered by the agreement, which equals approximately $27.23 per share on the 9,880,612 shares expected to be held by
Abstract following the transaction, so that the sinking-fund amount will not increase further. The cap applies to the Series NMC Preferred
shares held by Abstract following the transaction, including shares issuable upon exercise of the Series NMC warrants, and to permitted
transferees that agree in writing to be bound by its terms. The Company is also required to make a portion of the funds it raises or otherwise
generates available for sinking-fund repurchases of Series NMC Preferred shares.
Also on the Closing Date, the Company entered into
a Royalty Repurchase, Warrant Exercise and Note Satisfaction Agreement (the “Closing Agreement”) with Abstract. Pursuant to
the Closing Agreement, Abstract exercised its option to repurchase a royalty interest from the Company for $1,641,254; Commodity Capital
Advisors LLC (“Commodity”), acting through Abstract as its manager and with the Company’s consent, exercised its option
to repurchase a separate royalty interest for $246,188; Abstract irrevocably exercised 47,600 Series D Preferred Stock warrants and 6,900,000
Series NMC Preferred warrants; and Commodity irrevocably exercised 5,900 Series D Preferred Stock warrants. The Note was applied to satisfy
the royalty repurchase prices and warrant exercise prices, was fully satisfied, and was cancelled at Closing.
The Company also acknowledged and consented to an
Authorization to Exercise Option to Repurchase and Consent among Commodity and Abstract (the “Commodity Authorization”), pursuant
to which Commodity exercised its royalty repurchase option and authorized Abstract, as Commodity’s manager, to act on Commodity’s
behalf. The Company waived the otherwise applicable ten-business-day exercise notice period and agreed to accept application of a portion
of the Note in full payment of Commodity’s repurchase price.
Abstract is owned and managed by Lloyd B. Hendricks
III and is a related party of the Company because it beneficially owns more than 5% of the Company’s common stock. Abstract also
acts as manager of Commodity. Mr. Hendricks and his affiliates are subject to a Shareholder Control Limitation and Standstill Agreement,
as previously reported in a Form 8-K filed on May 7, 2026. The prices for the Series NMC repurchase, the royalty repurchases and the warrant
exercises followed existing contractual terms, and the Company and Abstract worked together to negotiate the cashless structure and the
sinking-fund cap. The foregoing descriptions are qualified in their entirety by reference to the Repurchase Agreement, the Note, the Commodity
Authorization, and the Closing Agreement, copies of which are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 2.03 - Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current
Report on Form 8-K regarding the Note is incorporated by reference into this Item 2.03. The Note bore no interest and was due and payable
on the Closing Date. It was fully satisfied, discharged, surrendered, and cancelled at Closing through the contractual applications described
above. Accordingly, no amount remained outstanding under the Note following Closing.
Item 3.02 - Unregistered Sales of Equity
Securities
As described in Item 1.01, on the Closing Date Abstract
irrevocably exercised 47,600 warrants to purchase Series D Preferred Stock and 6,900,000 warrants to purchase Series NMC Preferred Stock,
and Commodity irrevocably exercised 5,900 warrants to purchase Series D Preferred Stock. Upon the effectiveness of the Company’s
Restated Certificate of Formation and when the applicable shares are duly authorized and available for issuance, the Company will issue
53,500 shares of Series D Preferred Stock and 6,900,000 shares of Series NMC Preferred Stock pursuant to those exercises.
The aggregate exercise price for the Series D Preferred
Stock warrants was $1,337,500, and the aggregate exercise price for the Series NMC Preferred Stock warrants was $103,500,000. The consideration
was satisfied through application of the Note as described in Item 1.01. The securities will be issued in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.
The Company received no cash proceeds from the exercises. Each share of Series D Preferred Stock is convertible into 25,000 shares of
common stock, and each share of Series NMC Preferred Stock is convertible into 500 shares of common stock. The warrant holders, Abstract
and Commodity, are existing security holders of the Company under common management and are accredited investors; no general solicitation
was made, and the securities will be issued as restricted securities.
Item 5.07 - Submission of Matters to a Vote
of Security Holders
On September 28, 2026, the Company held a special
meeting of the holders of its Series C Preferred Stock to consider and vote upon amendments to the provisions governing the Series C Preferred
Stock contained in the Company’s Restated Certificate of Formation, including (i) an amendment providing that shares of Series C
Preferred Stock that are redeemed or otherwise reacquired by the Company cease to be issued and outstanding and resume the status of authorized
but unissued shares of the series, and (ii) a provision, previously contained in the Company’s Bylaws, authorizing action by written
consent of the holders of the series, now incorporated into the provisions governing each series of preferred stock. At the time of the
meeting, 10,679 shares of Series C Preferred Stock were outstanding. Holders of 8,735 shares were represented in person or by proxy, and
all 8,735 shares voted in favor of the amendments, with no votes against and no abstentions. The shares voted in favor represent approximately
81.8% of the outstanding Series C Preferred Stock, exceeding the two-thirds approval required. In addition, by written consents dated
September 28, 2026, the holders of 100% of the outstanding shares of each of the Series A Preferred Stock, Series B Preferred Stock and
Series NMC Preferred Stock approved the amendments applicable to those series and the Restated Certificate of Formation. No shares of
Series D Preferred Stock were outstanding, and the corresponding amendments to the provisions governing the Series D Preferred Stock were
approved by the Company’s Board of Directors.
Item 7.01 - Regulation FD Disclosure
On October 2, 2026, the Company issued a press release
announcing the transactions described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01,
including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 8.01 - Other Events
The Company is reporting under this Item 8.01 the
integrated transaction described above, including the repurchase of 3,919,388 Series NMC Preferred shares, which ceased to be outstanding,
the exercise of outstanding Series D and Series NMC warrants, the permanent cap on the applicable Series NMC Preferred sinking-fund obligation,
and the satisfaction and cancellation of the Note. The Company is in the process of filing a Restated Certificate of Formation with the
Texas Secretary of State. Upon effectiveness, the Restated Certificate will set the authorized numbers of Series D Preferred Stock and
Series NMC Preferred Stock at 60,000 and 10,000,000 shares, respectively, without increasing the Company’s total authorized preferred
stock. The Restated Certificate will be filed as an exhibit to a subsequent Current Report on Form 8-K after it has been filed with, and
becomes effective pursuant to filing by, the Texas Secretary of State. Immediately before the transactions, 6,900,000 shares of Series
NMC Preferred Stock were outstanding and Abstract held warrants for 6,900,000 additional shares. After giving effect to the repurchase
and the warrant exercises, 9,880,612 shares are expected to be outstanding, all held by Abstract, and each share is convertible into 500
shares of common stock, subject to the sinking fund. The Restated Certificate of Formation was approved by the Company’s Board of
Directors; by the written consent of the holders of 100% of the outstanding Series A Preferred Stock, Series B Preferred Stock and Series
NMC Preferred Stock; and by the holders of the Series C Preferred Stock at a special meeting held on September 28, 2026, as described
in Item 5.07. Under Texas law, no vote of the holders of the Company’s common stock was required.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Series NMC Preferred Stock Repurchase, Note and Sinking-Fund Agreement, dated September 30, 2026, by and between MineralRite Corporation and Abstract Concepts 1618 LLC. |
| 10.2 |
Promissory Note, dated September 30, 2026, issued by MineralRite Corporation to Abstract Concepts 1618 LLC. |
| 10.3 |
Authorization to Exercise Option to Repurchase and Consent, dated September 30, 2026, by Commodity Capital Advisors LLC, Abstract Concepts 1618 LLC, and MineralRite Corporation. |
| 10.4 |
Royalty Repurchase, Warrant Exercise and Note Satisfaction Agreement, dated September 30, 2026, by and between MineralRite Corporation and Abstract Concepts 1618 LLC. |
| 99.1 |
Press Release dated October 2, 2026 (furnished herewith). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MINERALRITE CORPORATION
By: /s/ James Burgauer
Name: James Burgauer
Title: President and Principal Executive Officer
Date: October 2, 2026
Exhibit 99.1
 |
PRESS
RELEASE |
FOR IMMEDIATE RELEASE
RITE Reduces Potential Dilution by Nearly 2 Billion
Shares and Caps the Series NMC Sinking-Fund Obligation. DALLAS, Texas — October 2, 2026 — MineralRite Corporation
(OTC: RITE) today announced that it has completed a transaction that reduces the potential dilution that would have resulted from full
exercise of the Series NMC warrants without a repurchase and establishes a contractual ceiling on the total amount payable under the sinking
fund for the Series NMC Preferred Stock.
Repurchase of nearly 3.9 million Series NMC Preferred
shares reduces potential dilution by nearly 2 billion shares
When RITE acquired the three leases and tailings from
NMC, Inc., it issued 6.9 million Series NMC Preferred shares and warrants to acquire an additional 6.9 million Series NMC Preferred shares.
Subsequently, in a private transaction, Abstract Concepts 1618 LLC acquired from NMC, Inc. the 6.9 million Series NMC Preferred shares
and 6.9 million associated warrants, together with the rights, preferences and obligations associated with those securities. RITE was
not a party to that transaction and issued no new securities in connection with Abstract's acquisition. Accordingly, exercise of all of
the warrants would have resulted in 13.8 million Series NMC Preferred shares outstanding.
Under the transaction just completed with Abstract,
RITE repurchased approximately 3.9 million of the outstanding Series NMC Preferred shares coincident with the irrevocable exercise of
the 6.9 million Series NMC warrants. The shares issuable upon exercise of those warrants will be issued when duly authorized and available
for issuance.
After giving effect to the repurchase of approximately
3.9 million Series NMC Preferred shares and the issuance of 6.9 million shares upon the warrant exercises, approximately 9.9 million Series
NMC Preferred shares are expected to be outstanding, thereby reducing by approximately 3.9 million the number of shares that would have
been outstanding had all of the warrants been exercised without a repurchase.
Each share of Series NMC Preferred stock is convertible
into 500 shares of common stock. The Series NMC Preferred remains subject to the sinking fund, however, and shares repurchased under it,
to the extent the Company has funds available, would not be converted.
The difference is particularly significant to RITE's
common shareholders. If the outstanding Series NMC Preferred shares are not repurchased under the sinking fund and are instead converted
into common stock, the repurchase will have avoided the issuance of approximately 2.0 billion shares of common stock compared with exercise
of all of the warrants without a repurchase.
Contractual cap limits the total Series NMC
sinking-fund amount to approximately $269 million
RITE’s Series NMC Preferred shares were
previously subject to a sinking-fund provision under which the dollar cost to the Company of satisfying its repurchase obligation
increased by 5% annually. Under the new agreement, the accreted value of the Series NMC Preferred, approximately $27.23 per share or
approximately $269 million in the aggregate, is fixed and will no longer accrete by 5% annually. The cap applies to all of
the Series NMC Preferred shares that will be outstanding after the transaction, all of which are held by Abstract, and any transfer
of those shares is conditioned on the transferee agreeing in writing to be bound by the same terms. The cap is a contractual
agreement between the Company and Abstract.
Repurchases under the sinking fund remain contingent
upon the availability of sufficient funds and are made only as the Company has the financial resources to fund them. Under the original
agreement governing the Series NMC Preferred, whose rights Abstract now holds, the Company is required to make a portion of the funds
it raises or otherwise generates available for additional sinking-fund repurchases of Series NMC Preferred shares.
Before the transaction, 6.9 million Series NMC Preferred
shares were outstanding and Abstract held warrants to acquire 6.9 million additional shares, for a potential total of 13.8 million shares.
At today’s buy-back price of approximately $27.23 per share, the aggregate sinking-fund exposure for those 13.8 million shares,
if all of the warrants were exercised, would have been approximately $375.8 million. Additionally, that amount would increase by 5% annually.
As a result of the transaction, approximately 9.9
million shares are expected to be outstanding, and at the buy-back price of approximately $27.23 per share, the aggregate sinking-fund
exposure is approximately $269 million.
Without the addition of the cap, that amount would
continue to increase by 5% annually, or approximately $13.5 million per year. Under the new agreement, that amount is fixed at approximately
$269 million and will not increase.
How RITE accomplished the transaction
RITE accomplished the preferred-stock repurchase through
an integrated transaction with Abstract, rather than by making a corresponding cash payment to Abstract under the Series NMC sinking-fund
provisions.
Under the integrated structure, RITE repurchased approximately
3.9 million Series NMC Preferred shares, which ceased to be outstanding. At the same time, Abstract and its affiliates irrevocably exercised
the previously outstanding warrants they owned for 53,500 shares of Series D Preferred Stock and 6,900,000 shares of Series NMC Preferred
Stock. Those shares will be issued when duly authorized and available for issuance.
To effectuate the repurchase, RITE issued an approximately
$106.7 million promissory note to Abstract. Abstract then applied the note toward the repurchase of royalty interests and the exercise
of the Series D and Series NMC warrants. Those applications fully satisfied the note, which was then cancelled, allowing RITE to complete
the approximately $106.7 million repurchase without a corresponding cash payment by the Company. Because the exercise prices of the warrants
were satisfied through application of the Company’s own note, the Company also received no cash proceeds from the warrant exercises.
Filing of a Restated Certificate of Formation with
the Texas Secretary of State
RITE obtained the required approvals from the holders
of its preferred-stock series and is in the process of filing a Restated Certificate of Formation with the Texas Secretary of State. Upon
effectiveness, the Restated Certificate will set the authorized numbers of Series D Preferred Stock and Series NMC Preferred Stock at
60,000 and 10,000,000 shares, respectively. Upon effectiveness, the Restated Certificate will provide the authorized Series D and Series
NMC Preferred shares necessary to issue the shares underlying the warrant exercises completed as part of the transaction, without increasing
the Company’s total authorized preferred stock.
The Restated Certificate also clarifies the treatment
of repurchased or otherwise reacquired preferred shares, incorporates into each preferred-stock designation an existing Bylaw requirement
concerning action by written consent, and corrects various scrivener’s errors.
Related-party transaction
Abstract Concepts 1618 LLC, which is owned and managed
by Lloyd B. Hendricks III, is a related party of RITE because it beneficially owns more than 5% of the Company’s common stock. Mr.
Hendricks and his affiliates are subject to a Shareholder Control Limitation and Standstill Agreement as previously reported in a Form
8-K filed on May 7, 2026. The prices for the Series NMC repurchase, the royalty repurchases and the warrant exercises followed existing
contractual terms, and RITE and Abstract worked together to negotiate the cashless structure and the sinking-fund cap. Additional information
is available in RITE’s Current Report on Form 8-K filed with the SEC today.
Management Commentary
“This transaction was possible in large part
because of RITE’s longstanding relationship with Abstract and our ability to work together to find solutions that make sense for
both parties,” said James Burgauer, President and CEO of MineralRite Corporation. “Rather than looking at the preferred shares,
the warrants, the royalty interests and the sinking-fund obligation as separate issues, we were able to bring them together into a single
transaction that produced a significant benefit for RITE and its shareholders.”
Burgauer continued, “The result speaks for itself.
We repurchased approximately 3.9 million Series NMC Preferred shares, representing approximately 2 billion shares of common stock that
would otherwise have been potentially issuable upon conversion had the warrants been exercised without a repurchase; agreed with Abstract
to a contractual cap of approximately $269 million on the total amount payable under the Series NMC sinking fund; and completed the approximately
$106.7 million repurchase through an integrated non-cash exchange, without a cash payment by the Company. I believe this transaction demonstrates
the value that can be created when parties with a longstanding business relationship are willing to work together toward a mutually beneficial
result.”
---
About MineralRite Corporation
MineralRite Corporation is focused on the evaluation,
remediation, recycling, and potential recovery of mineral values from existing materials, including previously processed mine tailings
and other resource-bearing substrates. The Company’s strategy is centered on resource recovery and monetization from existing materials,
rather than greenfield mining exploration or development activities. The Company believes this approach may represent a more efficient
path toward potential operations and may allow for reduced upfront capital commitments through a more staged investment profile. Traditional
greenfield exploration and development projects can require significant capital expenditures prior to the confirmation of any recoverable
resources. Even with this approach, outcomes will depend on technical, economic, and regulatory factors.
The Company is in the early stages of development
and has not yet established any mineral resources or reserves under SEC Regulation S-K Subpart 1300, nor does it currently have any revenue-generating
operations.
Contact:
MineralRite Corporation Investor Relations
Email: investor-relations@mineral-rite.com
Safe Harbor Disclosure
Forward-Looking Statements:
Certain information set forth in this communication contains “forward-looking statements” within the meaning of applicable
U.S. federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). MineralRite Corporation’s common stock is
exempt from the definition of “penny stock” under Section 3(a)(51) of the Exchange Act and Rule 3a51-1 promulgated thereunder.
Accordingly, the statutory safe harbor provisions of Section 21E of the Exchange Act are available to the Company with respect to forward-looking
statements made herein. Nonetheless, investors are cautioned that forward-looking statements are subject to known and unknown risks, uncertainties,
and other factors that could cause actual results to differ materially from those expressed or implied by such statements. Investors are
cautioned not to place undue reliance on forward-looking statements. The Company also relies upon applicable common-law protections, including
the “bespeaks caution” doctrine, together with the meaningful cautionary statements contained herein.
Except for statements of historical
fact, certain information contained in this communication constitutes forward-looking statements, including, without limitation, statements
concerning the matters discussed herein; the Company’s current and planned projects, operations, business opportunities and strategic
initiatives; financing, development and monetization activities; regulatory and market-related matters; and management’s expectations,
beliefs, assumptions, objectives and plans.
The Company is in the early stages
of development, has not established any mineral resources or mineral reserves under SEC Regulation S-K Subpart 1300, and currently has
no revenue-generating operations. The Company has limited capital resources, and there can be no assurance that the Company will have
sufficient funding to achieve its objectives or to continue operations; the Company may need to obtain additional financing, which may
not be available on acceptable terms or at all. Mineral exploration, resource recovery, remediation, recycling, and related operations
involve substantial risks and uncertainties, including technical, operational, metallurgical, environmental, permitting, regulatory, financing,
commodity-price, liquidity, and market-related risks. The Company's evaluation of the Skull Valley project relies in part on historical
third-party technical data that has not been fully independently verified, and the Company was unable to contact all historical analytical
groups associated with prior work. The limited sampling conducted during Phase 1 is not representative of the tailings as a whole and
may not be indicative of results achievable in Phase 2 or at scale. Projects involving the reprocessing of previously processed tailings
materials are subject to additional uncertainties, including variability in material composition, prior processing impacts on recoverability,
and limited comparability with greenfield mineral deposits. There can be no assurance that the Company will successfully implement its
business plans, obtain necessary financing or permits, achieve operational objectives, establish economically recoverable resources, or
realize any economic benefit from its projects, strategic initiatives, remediation activities, recycling operations, environmental-credit-related
initiatives, or capital-structure management activities.
Although management believes the assumptions
underlying the forward-looking statements are reasonable, there can be no assurance that such assumptions will prove correct. Actual results,
performance, or developments may differ materially from those anticipated or implied by the forward-looking statements contained herein.
For a more comprehensive discussion of risk factors that could cause actual results to differ from those described in forward-looking
statements, investors should review the Company's filings with the U.S. Securities and Exchange Commission, including the risk factors
described in the Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as applicable. All forward-looking
statements in this communication are made as of the date hereof. The Company undertakes no obligation to update forward-looking statements
except as required by applicable law. Investors are cautioned not to place undue reliance on forward-looking statements.
No Offer or Solicitation. This communication
shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No public offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.