Alphega Innovations enters agreements with Maison Bouvier and SSH

Item 1.01 Entry into a Material Definitive Agreement.

On November 3, 2026, Alphega Innovations Corporation, a Wyoming corporation (the "Company"), entered into two agreements: (i) a Strategic Cooperation Agreement (the "Cooperation Agreement") with Maison Bouvier Inc., a Colorado corporation ("Maison Bouvier"), and (ii) an Intellectual Property and Business Asset Acquisition, Strategic Commercialization & Share Consideration Agreement (the "Asset Acquisition Agreement" and, together with the Cooperation Agreement, the "Agreements") with Summit Strategic Holdings, a Belize corporation ("SSH"). The material terms of each of the Agreements are summarized below.

Strategic Cooperation Agreement with Maison Bouvier

Purpose and Contributions . Under the Cooperation Agreement, the Company and Maison Bouvier agreed to cooperate to identify, introduce, evaluate and, where approved by the Company, pursue acquisitions, mergers, strategic partnerships, joint ventures, financings, restructurings, investments and other business opportunities. Maison Bouvier is to use commercially reasonable efforts to originate and introduce transaction opportunities, provide strategic contacts and commercial information, and support evaluation, negotiation and execution of transactions. The Company is to provide strategic oversight, platform resources, transaction evaluation and structuring support, and such personnel and corporate infrastructure as it determines appropriate. Nothing in the Cooperation Agreement obligates the Company to pursue or consummate any opportunity, and the Company retains sole discretion to accept, reject, defer, reallocate or discontinue any proposed transaction³.

Formation of NewCo . The parties contemplate forming a new subsidiary, presently referred to as Alphega XYZ Corp ("NewCo"), to serve as a management and services platform supporting the Company's corporate finance, strategic development and transaction structuring activities. Upon formation and issuance pursuan

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Initial Shares and the Milestone Shares is incorporated by reference into this Item 3.02. Pursuant to the Asset Acquisition Agreement, the Company agreed to issue 1,500,000 shares of Common Stock to SSH at the Closing¹ as consideration for the Acquired Assets, and up to 1,000,000 additional shares of Common Stock upon written acceptance of the milestone deliverables¹ described under Item 1.01. No cash consideration is payable² for the Initial Shares or the Milestone Shares, and no underwriting discounts or commissions were or will be paid in connection with their issuance. As of the date of this Current Report, none of the Initial Shares or Milestone Shares has been issued.

The Initial Shares and the Milestone Shares have been or will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act² of 1933, as amended (the "Securities Act"), as a transaction by an issuer not involving any public offering. SSH has represented, or will represent prior to issuance, that it is acquiring the shares for investment purposes and not with a view to, or for resale in connection with, any distribution thereof, and has made or will make customary investment representations to the Company. No general solicitation or general advertising was used in connection with the issuance. The shares will be issued as "restricted securities" within the meaning of Rule 144 under the Securities Act, and the certificates or book-entry positions representing the shares will bear a customary restrictive legend.

As described under Item 1.01, the Cooperation Agreement contemplates the issuance of shares of Common Stock to Maison Bouvier in respect of the Strategic Investment and the potential issuance of up to 6,000 Series B Preferred Shares as Earn-Out Shares. The number of shares of Common Stock and the price p