SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2026

Subsequent Events [Abstract]

SUBSEQUENT EVENT

SUBSEQUENT EVENTS

The Company has evaluated events and transactions occurring after September 30, 2026 through November 12, 2026, the date these condensed consolidated financial statements were issued, for potential recognition or disclosure in the accompanying condensed financial statements. Except as described below, the Company has determined that no other material subsequent events require recognition or disclosure.

Acquisition of PD Machine, LLC

On October 23, 2026 (the “PD Machine Closing Date”), the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with PD Machine, LLC (the “Target Company”); Davis Rentals, LLC (the “Real Estate Target Company”); the Company’s indirect wholly owned subsidiaries: Alliance Machine Solutions, Inc. (“Alliance Machines”) and 1218 East 135 South, Inc. (“New Real Estate Sub”); Phil's Welding, Inc. (the “Target Parent Company”); each of the owners of Target Parent Company and beneficial owners of the Target Company, Real Estate Target Company and Target Parent Company (collectively along with Target Parent Company, the “PD Machine Sellers”); and Phillip Davis, as Seller Representative. On the PD Machine Closing Date, the Target Company merged into Alliance Machines, which survived as an indirect wholly owned subsidiary of the Company. The Target Company operates a machine shop in Vernal, Utah, providing specialized welding, repair, rebuilding, and machining services for drilling and other equipment, primarily in Utah and the surrounding states.

In connection with the closing of the transaction, excluding the separate real-estate transaction described below, the Company paid the PD Machine Sellers aggregate consideration of (i) $350 (the “Cash Consideration”) and (ii) issued 75,000 shares (the “Stock Consideration”) of the Company’s Preferred Stock, subject to customary adjustments for debt, cash on hand, transaction expenses and net working capital. At the closing, $50 of the Cash Consideration and 5,000 shares of the Stock Consideration were held in escrow to satisfy the PD Machine Sellers’ indemnification and purchase-price adjustment obligations under the Purchase Agreement.

The Purchase Agreement provides for the acquisition of the Owned Real Property (as defined in the Purchase Agreement) by a merger of Real Estate Target Company into New Real Estate Sub at a separate closing (the “Real Estate Closing”), subject to satisfaction or waiver of the applicable closing conditions, for $150 in cash and 35,000 shares of Series A

Preferred Stock. If certain conditions of the Purchase Agreement have not been satisfied or waived by February 28, 2027, the Company has the option to forego the purchase of the Owned Real Property. Alliance Machines also entered into a lease with the Real Estate Target Company for the continued use of the Owned Real Property. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations.

Acquisition of Cornerstone RPO

On November 2, 2026 (the “Cornerstone Closing Date”), the Company, Hudson Talent Solutions US, Inc. (“HTS”), an indirect wholly owned subsidiary of the Company, and Hudson Talent Solutions, LLC (the parent of HTS), entered into an Asset Purchase Agreement (the “Cornerstone APA”) with Cornerstone RPO, LLC (“Cornerstone”), each of the members of Cornerstone (collectively with Cornerstone, the “Cornerstone Sellers”), and Rodney Ashby, as Member Representative. Cornerstone provides recruitment process outsourcing and talent acquisition services. On the Cornerstone Closing Date, certain of the assets and liabilities of Cornerstone were assigned to and assumed by HTS, and all of the employees of Cornerstone became employees of HTS.

In connection with the closing of the transaction, HTS paid the Cornerstone Sellers consideration of (i) $500, of which $100 was held in escrow to satisfy the Cornerstone Sellers’ indemnification obligations under the Cornerstone APA, and (ii) $250 in fixed deferred consideration evidenced by a promissory note issued by HTS to Cornerstone (the “Note”), to be paid over a three-year period. Up to an additional $1,500 of contingent earnout consideration may also be paid to the Cornerstone Sellers if certain revenue milestones are achieved over a three-year period. An additional $250 consideration may be paid to the Cornerstone Sellers contingent upon the legal transfer of certain client contracts or establishment of certain business with HTS.

The Note is unsecured and non-interest-bearing absent default, provides for payment in 36 monthly installments beginning on the first month anniversary of the Cornerstone Closing Date, and is subject to the setoff rights provided in the Cornerstone APA.

The earnout consideration is payable in three increments of $500 upon achievement of cumulative legacy-client revenue of $6,000, $12,000 and $20,000, respectively, during the 36-month period beginning on the Cornerstone Closing Date. Each earnout payment is payable 75% in cash and 25% in shares of the Company’s 10% Series A Cumulative Perpetual Preferred Stock, with the number of shares determined using a value of $10.00 per share and any fractional-share amount paid in cash. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations.

Colfax, Wisconsin Sale-Leaseback Agreement

On November 9, 2026, 106 Bremer Ave, LLC (“Property Owner”), a wholly owned subsidiary of the Company entered into a Purchase and Sale Agreement (the “Colfax Purchase Agreement”) with DWG Capital Partners, LLC (“DWG”), an unaffiliated third party, pursuant to which the Property Owner agreed to sell certain real property located at 106 Bremer Avenue, Colfax, WI (“Colfax Premises”) to DWG, for a purchase price of $5.2 million, subject to the terms and conditions of the Colfax Purchase Agreement. The net proceeds to be received by the Property Owner from the Colfax Purchase Agreement will be reduced by transaction commissions and expenses incurred in connection with the sale.

Simultaneous with the consummation of the Colfax Purchase Agreement, TT, a wholly owned subsidiary of the Company and current occupant of the Colfax Premises, will enter into a commercial single-tenant triple net lease (the “Lease Agreement”) with DWG, or its permitted assignee, as landlord, pursuant to which TT will lease back the Colfax Premises for a term commencing upon the execution of the Lease Agreement and ending on the 20th annual anniversary thereof, unless earlier terminated or extended for two renewal periods for an additional 10 years each in accordance with the terms of the Lease Agreement. The Lease Agreement is structured as an absolute net lease pursuant to which TT will generally be responsible for insurance premiums, maintenance, utilities, taxes and other expenses, associated with the Colfax Premises. The Company will guarantee the obligations of TT under the Lease Agreement.

The Company anticipates that the closing of the Colfax Purchase Agreement, including the execution of the Lease Agreement will occur in the fourth calendar quarter of 2026, subject to the satisfaction of certain customary closing conditions and contingencies for transactions of this type. DWG may terminate the Colfax Purchase Agreement for any reason or no reason before expiration of the due diligence period, as provided in the Colfax Purchase Agreement. Closing is scheduled to occur within 30 days after expiration of that period, subject to each party’s right to extend closing once for up to 30 days and DWG’s additional right to extend closing once for up to 15 days, and other extensions expressly provided in the Colfax Purchase Agreement. Accordingly, closing may occur after the fourth calendar quarter of 2026. Such contingencies include satisfactory title and insurance commitment, satisfactory survey review, environmental condition review, the DWG’s ability to obtain appropriate financing, release of all monetary liens on the Colfax Premises, and satisfaction of other due diligence items as set forth in the Colfax Purchase Agreement. Following the closing, TT will continue to operate its business from the Colfax Premises pursuant to the Colfax Purchase Agreement and Lease Agreement. Upon closing, the Company expects to account for the transaction under ASC 842-40, Sale and Leaseback Transactions.