Adm Tronics Unlimited raises $1.3M in private placement

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On October 26, 2026, ADM Tronics Unlimited, Inc. (the Company ) entered into a Securities Purchase Agreement (the Purchase Agreement ) with certain accredited investors (the Purchasers ) for a private placement providing for an initial closing and one or more subsequent closings on a rolling basis (the Private Placement ).^{1 1}Under the Purchase Agreement, the Company agreed to sell¹ (i) shares of its common stock, par value $0.0005 per share ( Common Stock ), at $0.10 per share (the Shares ) or, at a Purchaser s election, pre-funded warrants to purchase Common Stock (the Pre-Funded Warrants ) at $0.099 per Pre-Funded Warrant, and (ii) accompanying warrants (the Warrants ) to purchase a number of shares of Common Stock equal to 50% of the Shares and shares underlying the Pre-Funded Warrants purchased. The Private Placement targets aggregate gross proceeds of approximately $5.0 million¹, subject to a maximum of $5.4 million or such lesser amount as is necessary to ensure that the Company has sufficient authorized shares.

On October 27, 2026, the Company consummated the initial closing (the Initial Closing ), issuing 13,000,000 Shares and Warrants to purchase 6,500,000 shares of Common Stock to three Purchasers, for gross proceeds of $1,300,000². No Pre-Funded Warrants were issued at the Initial Closing. Conditions to the Initial Closing included the reconstitution of the Company s Board of Directors (the Board ) described in Item 5.02 below, the Company s entry into director and officer indemnification agreements and binding of insurance, the establishment of a segregated account for subscription proceeds (the Designated Account ), the execution of the Voting Agreement described below by the Company and Andre DiMino and the delivery by Mr. DiMino of the employment acknowledgment described in Item 5.02. The Company s obligation to sell securities to each Purchaser at any closing is also condi

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 is incorporated herein by reference. At the Initial Closing and the Subsequent Closing described in Item 1.01, the Company issued an aggregate of 15,500,000 Shares and Warrants to purchase 7,750,000 shares of Common Stock for aggregate gross proceeds of $1,550,000.^{3 3}The Shares and Warrants issued at those Closings were issued without registration under the Securities Act of 1933, as amended (the Securities Act )³, in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D, based in part on the Purchasers representations that they are accredited investors⁴. Any Shares, Pre-Funded Warrants and Warrants issued at additional Closings, and any shares of Common Stock issued upon exercise of the Pre-Funded Warrants and Warrants, will be issued without registration under the Securities Act in reliance on the same exemption. No placement agent was engaged and no commissions were paid⁵.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As contemplated by the Purchase Agreement, the Board, then consisting solely of Mr. DiMino, (i) increased the Board to two directors and elected Michael Burychka as a director, effective at the Initial Closing on October 27, 2026, and (ii) irrevocably increased the Board to five directors⁶ and elected Klaus Kleinfeld (Independent Non-Executive Chairman) and Greg Wasson⁷ (as the Anchor Investor s designee), effective automatically at the Board Effective Time, with the fifth seat to be filled later by an independent director. The Board Effective Time is the later of the Initial Closing and the expiration of ten calendar days following the later of the filing with the Securities and Exchange Commission (the SEC ) and the transmittal to the Company s stockholders of record of an information statement on Schedule 14F-1, which the Company filed with the SEC on October 30, 2026. Mr. DiMino continues as a director, President and Chief Executive Officer, and will continue as Chief Financial Officer until the Board appoints a successor as described in Item 1.01. Existing Company management will continue to operate the Legacy Business on a day-to-day basis until its reorganization, at which point the Company expects to hire new executive officers.

The Board reconstitution will result in a change in control of the Company at the Board Effective Time⁸. At that time, Mr. Burychka, Dr. Kleinfeld and Mr. Wasson will constitute three of the four directors then serving, and the reconstituted Board will have the power to direct the management and policies of the Company.

The Company does not currently have separately designated audit, compensation, or nominating and corporate governance committees. Following the Board Effective Time, the Board will perform those functions as a whole until standing committees are established, which th