PUBLIC NOTICE OF UCC ARTICLE 9 SALE: Activ Technologies, Inc.

PUBLIC NOTICE OF UCC ARTICLE 9 SALE: Activ Technologies, Inc.

NOTICE OF PUBLIC SALE OF BUSINESS ASSETS

Pursuant to Article 9 of the Uniform Commercial Code

NOTICE IS HEREBY GIVEN that Stephen B. Sherrill, as Investor Representative under the Convertible Note Purchase Agreement dated December 7, 2022, on behalf of the secured parties thereunder (collectively, the “Secured Party”), in coordination with GlassRatner Advisory & Capital Group LLC, acting through Joseph V. Pegnia, as court-appointed receiver (the “Receiver”) appointed by the Georgia State-Wide Business Court in Civil Action No. 26-GSBC-0011, will offer for sale at public auction to the highest qualified bidder all of the business assets of Activ Technologies, Inc., a Georgia corporation, with a principal place of business at 2472 Jett Ferry Road, Suite 400-183, Atlanta, Georgia 30338 (the “Debtor”).

The sale is conducted by the Secured Party and the Receiver to enforce the Secured Party’s security interest following default, under Article 9 of the Uniform Commercial Code as adopted in the State of Georgia (O.C.G.A. Title 11, Article 9).

DEBTOR: Activ Technologies, Inc.

SECURED PARTY: Stephen B. Sherrill, as Investor Representative, on behalf of the Investors under the Convertible Note Purchase Agreement dated December 7, 2022

RECEIVER: GlassRatner Advisory & Capital Group LLC, acting through Joseph V. Pegnia

DATE AND TIME OF SALE: August 14, 2026, commencing at 10:00 a.m. (Eastern Time)

PLACE OF SALE: Offices of GlassRatner Advisory & Capital Group LLC, 3445 Peachtree Road, Suite 1225, Atlanta, Georgia 30326

ASSETS TO BE SOLD: All business assets of Activ Technologies, Inc. in which the Secured Party holds a first priority security interest, including without limitation all accounts, chattel paper, contracts, documents, equipment, general intangibles (including all intellectual property, patents, copyrights, trade secrets, trademarks, service marks, trade names, software, source code, and goodwill), investment property, instruments, inventory, books and records (including customer lists, credit files, computer programs, and other computer materials and records), and all accessions to, substitutions for, and all replacements, products, and proceeds of the foregoing (collectively, the “Collateral”). The Collateral includes the Debtor’s proprietary ActiVate software platform, all associated source code and documentation, all customer contracts and relationships, and all data, systems, and infrastructure used to operate the Debtor’s business.

A more detailed description of the assets is available from the Receiver upon request.

TERMS OF SALE:

• The Collateral will be sold on an “AS IS, WHERE IS, WITH ALL FAULTS” basis, without any representations or warranties of any kind, express or implied, by the Secured Party, the Receiver, or any Investor, including without limitation any warranties of title, merchantability, or fitness for a particular purpose. There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition.
• All initial bids must be received by the Receiver and the Secured Party no later than 5:00 p.m. (Eastern Time) on August 7, 2026. Each bid submitted in advance of the public sale must specify: (i) the proposed purchase price; (ii) whether the bid is a cash bid or a credit bid (and, if a credit bid, the basis for the bidder’s right to credit bid); and (iii) any conditions to closing. To participate as a qualified bidder, each prospective bidder (other than the Secured Party exercising credit bid rights) must also: (a) identify the bidding entity and its principals; (b) deliver a deposit equal to ten percent (10%) of the proposed purchase price by wire transfer of immediately available funds; (c) the proposed asset purchase agreement documenting the transaction in Microsoft Word format; and, (d) provide such other adequate assurances of ability to close as the Receiver and the Secured Party may reasonably request.
• Payment in full is required at the time of sale in certified funds (certified or cashier’s check) or by wire transfer of immediately available funds.
• The Secured Party reserves the right to purchase all or any part of the Collateral at the public sale and to credit bid by setting off the purchase price against the Obligations, as permitted by Section 6.3(d) of the Note Purchase Agreement and UCC § 9-610(c).
• The Secured Party reserves the right to set minimum bids, to require proof of qualification of bidders, to sell the Collateral as a whole or in parcels, and to adjourn, postpone, modify, or cancel the sale, in whole or in part, without further notice except as may be announced at the time and place of sale.
• The successful bidder shall be responsible for all costs of transfer, assignment, recording, and filing, and for all applicable sales, use, transfer, and other taxes arising from the sale. • Additional terms and conditions of sale may be announced at the auction and will govern over any conflicting terms in this notice.

FOR FURTHER INFORMATION, including a detailed asset list, diligence materials, and the complete terms of sale, contact:

Receiver:

GlassRatner Advisory & Capital Group LLC
Attention: Joseph V. Pegnia
3445 Peachtree Road, Suite 1225
Atlanta, Georgia 30326
[email protected]

Counsel for Secured Party:

Reed Smith LLP
Attention: Omar J. Alaniz / Amalia Sax-Bolder / London England
2850 N. Harwood Street, Suite 1500
Dallas, Texas 75201
(469) 680-4292
[email protected] / [email protected] / [email protected]

For the NDA see here.

For the Process Letter see here.

For the Teaser see here.