Tron Inc. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Material Definitive Agreement On October 14, 2026, Tron Inc. (the “ Company ”), entered into a sales agreement (the “ Sales Agreement ”) with Clear Street LLC (“ Clear Street ”), relating to the offer and sale of shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), from time to time, through an at the market offering under which Clear Street will act as agent and/or principal. Subject to the terms and conditions of the Sales Agreement, Clear Street may sell shares of Common Stock by any method that is deemed an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or any other method permitted by law. Clear Street may also purchase shares of Common Stock as principal in separately negotiated block transactions, if agreed to by the Company and Clear Street. The Company may sell shares of Common Stock through Clear Street in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but neither the Company nor Clear Street has an obligation to sell any shares of Common Stock. The Company or Clear Street may suspend or terminate the offering of Common Stock upon notice to the other party and subject to other conditions. Clear Street will use commercially reasonable efforts to effect the sales consistent with its normal trading and sales practices. The Company has agreed to pay Clear Street a commission of up to 3% of the aggregate gross proceeds from such sales as agent pursuant to the Sales Agreement. The Company has also agreed to provide Clear Street with customary indemnification and contribution rights. Either the Company or Clear Street may terminate the Sales Agreement upon ten days’ prior written notice. Clear Street may also terminate the Sales Agreement upon the occurrence of certain events, including a material adverse effect on the Company. Upon termination, the provisions relating to expenses, indemnification, contribution, and governing law will survive. Any shares of Common Stock the Company may offer and sell, pursuant to the Sales Agreement, will be offered and sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-288986) (the “ Registration Statement ”), as supplemented by a prospectus supplement. The description of the Sales Agreement above do