Unicoin Inc. - 8-K

ITEM 1.02. Termination of a Material Definitive
Agreement

As previously disclosed in the Company’s Current
Report on Form 8-K filed with the SEC on September 15, 2025, the Company entered into a Master Transaction Agreement (the “MTA”)
on September 9, 2025, with certain buyers (the “Buyers”) and affiliated entities, including Unicoin International Inc. and UH
Properties Inc.

The MTA provided for the staged sale of the
Company’s economic interests in Philippine assets  for an aggregate purchase price of $10 million plus 75% of the proceeds from
operating and selling the real estate portfolio, expected from the “real estate for coins” swap deals done by the
Company and its affiliates. The first stage of the transaction, the UII Closing, was contingent upon the Buyers delivering an
initial tranche payment of $1 million, originally scheduled to occur within three (3) days of the MTA’s execution.

The Buyers were unable to make an immediate pre-closing
payment of $1 million due to the $50,000-per-day limitation on the new account. Having paid the Company $475,000 in several non-refundable
payments, the Buyers reported that their bank account was frozen due to the unusual activity consisting of these repeated out-of-the-country
payments.

Due to the deviation from the payment schedule,
the Company formally terminated the MTA on October 24, 2025, with the intention of renegotiating the terms. The Buyers express the same
intent.

The Company is currently evaluating the strategic
impact of this termination and notes that management is prepared to negotiate a potential new agreement with the Buyers incorporating
a revised timeline and terms more favorable to the Company.

ITEM 8.01. Other Events

Elimination of the position of General Counsel

Due to the reduced level of activity, the Company
eliminated the position of General Counsel and will rely on a panel of outside counsel.

The Company offered Eduardo Serrano the opportunity
to continue providing services to the Company. The Company also plans to retain legal experts in various areas, including securities law,
labor law, and crypto-related regulations.

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