Asset Transaction, Management Change/Compensation (Form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 29, 2025 (the "Closing Date"), the Transaction was consummated. Purchaser acquired (i) 100% of the capital stock of BEOP from CAUD, and (ii) 100% of the equity interests in DSL from CAUD and Greenberg, in exchange for the issuance by Parent of shares of its common stock (the "Consideration Shares") to CAUD and Greenberg.

The foregoing description of the terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement filed as Exhibit 2.1 to the Prior 8-K, which is incorporated herein by reference.

The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, NYIAX or any other parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. The representations, warranties and covenants may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, NYIAX or any other parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignations

On August 29, 2025, following the closing of the Transaction, Peter Bordes, Christopher Hardt, Elisabeth DeMarse, Denis Duncan and Andrew Kraft resigned as directors of the Company.

Also on August 29, 2025, following the closing of the Transaction, Peter Bordes and Gerald Garcia resigned as CEO and CFO of the Company, respectively.

None of the resignations were as the result of any disagreements with the Company relating to the Company's operations, policies or practices.