ADAPTI, INC. Asset Purchase Agreement with Levelution Sports Agency, LLC
On April 1, 2026, Adapti, Inc. (the "Company") entered into an asset purchase agreement with Levelution Sports Agency, LLC ("Levelution") to acquire substantially all of Levelution's assets, including accounts receivable, athlete contracts, tangible property, intellectual property, and goodwill. In exchange, Adapti issued 324,675 shares of its common stock to Levelution's members. A portion of these shares (32,468) will be held in escrow for up to 18 months to cover potential indemnification obligations. The transaction closed on April 1, 2026. Ancillary agreements include a bill of sale, assignment and assumption agreement, intellectual property assignment, transition services agreement, and a lock-up agreement. Kirk Noles, former president of Levelution, will provide transitional services for six months. Levelution members who received shares are restricted from selling them for 12 months. The shares were issued under an exemption from registration, relying on Section 4(a)(2) of the Securities Act and/or Regulation D. Adapti issued a press release on April 2, 2026, to announce the acquisition.