GrocerIQ Holdings Inc (GRIQ)

[EdF]

So per Note 6, Grocer is trying to figure out how to claw back the shares issued in the VHHI acquisition. 

In September, 2025, after consulting with its audit firm, the Company determined that the acquisition of Virtual Health Holdings, Inc. by the Company for 7 million common shares of the Company plus sdaltonal shares, representng rounding up, snould be rescinded for tallure to meet an express conalton subsequent. The acquisition agreement closed with an outstanding obligation of VHHI to complete and deliver a PCAOB qualified audit of VHHI and its subsidiaries for the years 2023 and 2024, within 6 months of closing. Although this audit was started and a PCAOB audit firm was engaged to conduct the audit (at the Company's expense), the Company was then advised in early 2025 that it was forced to abandon the audit engagement due to previously unreported misconduct of the Chairman and CEO of VHHI. The nature of the misconduct was such that the firm, and no other PCAOB qualified firm, would undertake the audit.

The Company accordingly has severed its relationship with VHHI, which continues to operate as an independent, unrelated company. The Company is reviewing its options to recover the 7,000,000 shares (subsequently reduced to 1,750,0000 shares by the Company's reverse split of 4 for 1, which was completed in September 2025.