First Step Equity Increase

In July 2021, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with ARC Group Worldwide, Inc. (“ARC”) (OTC Markets: ARCW) and certain shareholders of RM2 to acquire 100% of the issued and outstanding RM2 ordinary shares (the “RM2 Shares”). Pursuant to the terms of the Exchange Agreement, shares of common stock of ARC (“ARC Common Stock”) were exchanged for substantially all of the issued and outstanding RM2 Shares (the “Exchange Issuances”) on February 1, 2022.  Approximately 1.6% of the RM2 Shares remain issued and outstanding among widely dispersed shareholders (the “RM2 Minority Shares”).  The Company plans to exchange the RM2 Minority Shares for shares in ARC as soon as reasonably feasible.   All of the shares of ARC Common Stock issued pursuant to the Exchange Issuances were issued with restricted transfer legends (the “Exchange Shares”).  The issuances of the Exchange Shares were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Section 4(a)(2) thereunder as an offering not involving a public offering.

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