Tron Inc. has entered into a sales agreement with Clear Street LLC, dated October 14, 2026, regarding the offer and sale of the company’s common stock.
Under the terms of the agreement, Clear Street will act as an agent and/or principal to sell shares of Tron Inc. common stock, which have a par value of $0.0001 per share. The offering is structured as an at-the-market offering, allowing for sales under Rule 415(a)(4) promulgated under the Securities Act of 1933. Clear Street may also purchase shares of common stock as principal in separately negotiated block transactions, subject to agreement from both parties.
The company retains the discretion to determine the amounts and timing of the sales, though neither the company nor Clear Street is obligated to sell any shares. The agreement allows for the suspension or termination of the offering by either party with ten days' prior written notice, or by Clear Street in the event of a material adverse effect on the company.
Tron Inc. has agreed to pay Clear Street a commission of up to 3% of the aggregate gross proceeds from the sales. The shares will be offered and sold pursuant to the company’s registration statement on Form S-3 (File No. 333-288986), supplemented by a prospectus supplement.
The filing includes the Sales Agreement as Exhibit 1.1 and an opinion from Lucosky Brookman LLP regarding the validity of the shares as Exhibit 5.1.
