Asset Transaction (Form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 13, 2026 (the "Closing Date"), the Company completed the sale of the RPay Business to RPay pursuant to the APA described in Item 1.01 above, which is incorporated herein by reference. As of the Closing Date, the Company transferred to RPay the purchased assets and RPay assumed the assumed liabilities, in each case as described in the APA.

The information set forth in Item 1.01 above regarding the consideration received by the Company, the related agreements, and the interests of related persons is incorporated herein by reference.

The disposition of the RPay Business constitutes a significant disposition under Rule 1-02(w) of Regulation S-X, based on the asset test and the income test set forth therein. Unaudited pro forma condensed financial information giving effect to the disposition, prepared in accordance with Article 11 of Regulation S-X, will be filed by amendment to this Report as soon as available, as described in Item 9.01 below.