Item 4 — Purpose of Transaction
Private Placement The securities were acquired for investment and participation in the Issuer's financing and business-development strategy pursuant to the Securities Purchase Agreement dated as of October 26, 2026, among the Issuer and the purchasers party thereto (the "Purchase Agreement"). At the initial closing on October 27, 2026 (the "Initial Closing"), Wasson LLC and G&K acquired the securities described in Item 3. The Purchase Agreement contemplates additional rolling closings through an offering termination date no later than December 31, 2026, with aggregate proceeds targeted at approximately $5 million, subject to the agreement's maximum offering amount and conditions. Prospective Board Appointment and Investor Rights The Purchase Agreement provides for the reconstitution of the Issuer's board of directors (the "Board"), including the appointment of Michael Burychka at the Initial Closing and the subsequent appointment of Klaus Kleinfeld as Independent Non-Executive Chairman and Mr. Wasson as the initial Anchor Investor Designee. Mr. Wasson has not joined the Board as of this filing. His appointment will become effective at the Board Effective Time. The Anchor Investor, defined to include Wasson Enterprise, LLC, Mr. Wasson, his spouse and their respective affiliates, may designate one director while retaining at least 50% of the shares and pre-funded warrant shares it purchased in the offering, subject to adjustment for capital changes. Its collective rights are exercised through Wasson Enterprise, LLC. The Purchase Agreement also provides information, inspection, conditional Board observer and subsequent-financing participation rights. Before the Board Effective Time, specified corporate actions require Anchor Investor consent, including certain securities issuances, organizational-document amendments, related-party transactions, borrowings, distributions, asset transactions and compensation arrangements. No Anchor Investor Board observer may be designated while its designee serves on the Board. Voting arrangements and contemplated corporate changes Wasson LLC and G&K are parties to the Voting Agreement dated as of October 26, 2026, which requires support for specified directors and imposes certain transfer restrictions, as described in Item 6. The Purchase Agreement contemplates a 1-for-20 reverse stock split following the final closing, with commercially reasonable efforts to complete it before March 31, 2027, and an equity incentive plan with an expected reserve of 10% to 15% of fully diluted Common Stock, subject to required approvals. The Issuer also plans to transfer its existing businesses into a wholly owned subsidiary and change the parent's name, with the subsidiary adopting the ADM Tronics Unlimited, Inc. name. The Purchase Agreement and Legacy Rights Agreement provide for up to $500,000 of funding for specified legacy-business initiatives and grant Andre' DiMino certain consent, information and conditional acquisition or spin-off rights. Following his appointment, Mr. Wasson expects to participate in Board deliberations. He may consider additional investments, financing transactions, warrant exercises or dispositions, subject to applicable agreements and law. Except as disclosed herein, the Reporting Persons have no present plans or proposals concerning the matters listed in Item 4(a) through (j). The Reporting Persons may change their intentions as circumstances develop. These descriptions and those in Item 6 are qualified in their entirety by the applicable agreements identified in Item 7, which are incorporated herein by reference. Additional Transactions Except as set forth in this Schedule 13D, the Reporting Persons do not have any plan or proposal that would relate to, or result in, any of the following matters: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming elig