KNOREX Ltd. Exchange Transaction Report

KNOREX Ltd. has entered into an Exchange Agreement to convert $3,150,000 of outstanding senior unsecured promissory notes into new convertible promissory notes with an aggregate principal amount of $3,363,411. This exchange, effective October 2, 2026, was conducted under Section 3(a)(9) of the Securities Act of 1933. The new notes mature on January 1, 2027, and accrue interest at the rate specified in the original Note Purchase Agreement, with accrued interest through the closing date being capitalized. The Exchange Notes are convertible into Class A ordinary shares at a price based on the lower of 80% of the Daily VWAP over five trading days or a floor price equivalent to 20% of the NYSE American minimum price, subject to a 4.99% beneficial ownership limitation (potentially increasing to 9.99%). The company is now obligated to use 100% of proceeds from future debt, equity, or asset sales to prepay the Exchange Notes, unless holders approve otherwise. Customary provisions regarding defaults, fundamental transactions, and transfer restrictions are included. The holding period for the Exchange Notes and their underlying shares includes the holding period of the original notes starting March 31, 2026.