Management Change/Compensation Form 8 K

Item 1.02 Termination of Material Definitive Agreement.

On August 15, 2024, Gresham Worldwide, Inc. (the "Company") received notice from Ault Disruptive Technologies Corporation, a Delaware corporation (the "Acquiror") of the termination of the Agreement and Plan of Merger (the "Merger Agreement") entered into on June 23, 2024, by and among the Acquiror, the Company and ADRT Merger Sub, Inc., a Delaware corporation. The notice stated that the Company's action described in Item 1.03 below constitutes a Terminating Company Breach. Subject to Section 11.02 of the Merger Agreement, the Acquiror terminated the Merger Agreement pursuant to Section 11.01(b)(i) of the Merger Agreement, effective immediately. The material terms of the Merger Agreements are summarized in the Company's previous Current Reports on Form 8-K filed with the Securities and Exchange Commission on June 27, 2024, which descriptions are incorporated herein by reference.