Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Building Purchase Agreement

On August 19, 2025, the Company entered into a Purchase and Sale Agreement (the "Agreement") with 218 LLC (the "Seller") for the sale of an approximately 20,829 square foot four story commercial retail building located at 218 3^rd Avenue North, Nashville, Tennessee 37201 ("218 3^rd Avenue") for a sale price of $14.1 million. The Seller does not have any material relationship with the Company or its affiliates, other than in respect of the Agreement.

218 3^rd Avenue is located in "Printers Row" in downtown Nashville, Tennessee. This prime property encompasses four floors, including a basement level. The street-level retail space is currently under a long-term lease (8 years remaining on 15 year lease) to The Black Rabbit. The second and third floors are furnished lofts (all furniture included). The fourth floor is prepped for build-out, with approved plans and permits in place, allowing the Company to add an additional floor and a rooftop deck. Additionally, the property conveys six stories of coveted air rights, in accordance with Davidson County's downtown building regulations.

The Company has agreed to pay Seller a value of $2,100,000 through the issuance of shares of its common stock, valued at $1.25 per share, and a prefunded warrant to purchase shares of common stock, valued at $1.24 per share (for a combined total of 1,680,000 shares of common stock and a prefunded warrant to purchase shares of common stock for $0.01 per share), at the expiration of the Due Diligence Period (defined below), to be utilized towards the purchase price. Further, the Company shall pay the Seller $300,000 of the purchase price in three non-refundable $100,000 installments; the first installment shall be payable 30 days following execution of the Agreement; the second installment shall be payable 60 days following execution of the Agreement; and the third installment shall be payable 90 days following execution of the Agreement. In addition, on August 22, 2025, the Company executed a 12-month 6% per annum promissory note in the amount of the $11,700,000 payable to the Seller (the "Note"). At Closing, the Company has agreed to issue to Seller an additional 112,800 shares of common stock (or prefunded warrant), valued at $141,000, which is an amount equal to 1% of the total transaction value as a convenience fee.

Within 15 business days of the execution of the Agreement, the Company has agreed to prepare and file a registration statement (the "Registration Statement") with the SEC on Form S-1 to register the shares of common stock and shares of common stock underlying the prefunded warrants for the $2.1 million down payment and an additional 9,360,000 shares of common stock underlying the conversion of the Note. During the term of the Note, Seller may, from time to time, sell the shares of common stock underlying the Conversion of the Note in tranches of up to one million shares or in amounts that do not exceed a 4.99% beneficial ownership and apply the proceeds towards the principal balance of the Note.

The Company shall have a period of 30 days from the date of the Agreement to complete satisfactory financial and physical due diligence (the "Due Diligence Period"). the Company has the right to terminate the Agreement within the Due Diligence Period.

During the Due Diligence Period, Seller shall sell, assign, and deliver to the Company, and the Company shall purchase and accept from Seller, all of Seller's right, title and interest in and to any of the residuals and overhead received each month that are attributable to the property. If the overhead costs exceed the residuals, the excess amount shall be reduced from the $2,100,000 paid through the issuance of the stock consideration. During the Note period, the Company shall be responsible for all overhead costs, including, but not limited to, maintenance, utilities, insurance, taxes, and payments on the Note, associated with the Property.