The agreement spans a term of three years, concluding on March 12, 2029. As part of the compensation for the consulting services, the Company has agreed to issue shares of its common stock valued at $3 million, calculated based on the volume-weighted average price per share over the five trading days preceding the Share Delivery Date, or the closing price on the day before the Share Delivery Date, whichever is lower. The Share Delivery Date is set for April 11, 2026.
Additionally, the agreement includes a make-whole provision to ensure that the total dollar value of the shares remains guaranteed for a specified period. The Company is also obligated to pay Athlete Capital Sports an amount equal to the consulting fee minus any realized consulting fee from the sale of the shares.
Furthermore, Athlete Capital Sports has appointed the Company's CEO, John Hilburn Davis IV, as its proxy for voting on all shares held under this agreement. The Company and Athlete Capital Sports have also committed to a separate agreement to invest $500,000 annually for three years into university student-athlete funds, as directed by Athlete Capital Sports.
The Company is required to file a resale registration statement by April 26, 2026, to facilitate the resale of the shares issued under this agreement. This strategic move is anticipated to enhance the Company's visibility and engagement within the collegiate sports sector, potentially leading to increased brand recognition and revenue opportunities in the future.
