SPYR, Inc. Signs Binding Agreement with Ledjr AI in First Transaction Since Court-Supervised Restoration

After a custodianship that eliminated more than $27.8 million in legacy liabilities, SPYR plans to combine with Ledjr AI, a real-time AI layer for enterprise accounting and ERP systems

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LAS VEGAS, Oct. 19, 2026 – PRISM MediaWire (Press Release Service – Press Release Distribution) – SPYR, Inc. (OTC: SPYR) (“SPYR” or the “Company”) today announced that on October 15, 2026, it signed a definitive stock purchase agreement (the “Agreement”) with Certus Food LLC, doing business as Ledjr AI (“Ledjr”). Under the Agreement, Ledjr would acquire voting control of SPYR and contribute its operating business to the Company. The parties expect to close the change of control on or before October 30, 2026.

About the Ledjr Platform

Finance teams have spent years and significant budgets building their operations around ERP and accounting systems. Ledjr is designed to make those systems smarter without replacing them. The platform sits on top of the ERP and accounting software a business already uses (e.g., NetSuite, QuickBooks, Sage Intacct). It lets controllers, CFOs and their teams:

• Ask questions of their books in plain English and get answers drawn from live ledger data.
• Automate repetitive accounting work (e.g, reconciliations, coding, close tasks).
• Flag anomalies such as duplicate payments and budget overruns as they occur, before they reach the close.

Ledjr serves businesses ranging from startups to large enterprises. It is operational and generating revenue.

What Comes Next

When the change of control closes, Ledjr would appoint SPYR’s officers and directors. The Company also intends to change its corporate name and trading symbol to reflect the Ledjr business, subject to FINRA corporate action processing.

The Company intends to engage a PCAOB-registered independent auditor to complete two years of audited financial statements for the combined company. The parties have agreed to use their best efforts to finish the audit and file a registration statement with the SEC within 90 days. The goal is to become a fully reporting company and pursue a listing on a national exchange such as Nasdaq or the NYSE.

“When we took this company over, it had been abandoned, it had no operations, and it was buried under more than $28 million of liabilities,” said Richard C. Hawkins, Chief Executive Officer of SPYR. “Our job was to rebuild it the right way, through the courts and with full disclosure, so shareholders would have something real to build on. Ledjr is the kind of company we hoped to find: a working product, paying customers, and a technology that finance departments actually need. Now the work is to hit the milestones one at a time.”

“Every finance team wants AI, but nobody wants to rip out the ERP their business runs on,” said Mohammed Siddiqi, Managing Member and Chief Executive Officer of Ledjr AI. “Ledjr is the intelligence layer those systems have been missing. Enterprise finance customers expect transparency, governance and accountability from their vendors, and being a public company holds us to that standard. Our first priority is completing the audit and getting the registration statement filed.”

Court Custodianship

The Agreement is the first strategic transaction for SPYR since its restoration. At that point SPYR had no operations, needed reinstatement with the Nevada Secretary of State, and carried more than $28.5 million in reported liabilities.

In July 2025, the Eighth Judicial District Court of Nevada appointed a custodian. The custodian reinstated the Company, appointed interim officers and directors, held a shareholder meeting, and ran a court-supervised creditor-notice process. In February 2026, the Court entered an order barring unasserted claims. In July 2026, the Court ratified the custodian’s actions and returned full control to the board.

The cleanup is reflected on the balance sheet. Total reported liabilities fell from approximately $28.6 million at December 31, 2025 to approximately $722,000 at September 30, 2026. All legacy classes of preferred stock have been cancelled.

About Ledjr AI

Ledjr AI, a business of Certus Food LLC, is building the AI infrastructure layer for the enterprise accounting market. For more information, visit www.ledjr.ai.

About SPYR, Inc.

SPYR, Inc. is a Nevada corporation quoted on OTC Markets under the symbol “SPYR.” Following a court-supervised custodianship completed in July 2026, the Company is pursuing strategic business opportunities through mergers, acquisitions, share exchanges, and other business combinations, with a focus on establishing controlling interests in operating businesses with growth potential.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the proposed change of control and stock purchase agreement, transfer of voting and board control, Ledjr vending its business into the Company, financing plans, reporting status, the completion of audited financial statements and the filing of a registration statement, potential exchange listing, and Ledjr’s technology and business model. Forward-looking statements can be identified by words such as “would,” “intends,” “contemplates,” “anticipates,” “plans,” “expects” and similar expressions.

These statements are based on current expectations and are subject to significant risks and uncertainties, including: that the definitive stock purchase agreement may be terminated under its terms or that the conditions to the proposed change of control, including due diligence, may not be satisfied; that the required audit and registration statement may not be completed within the contemplated time frame or at all; that Ledjr’s platform may not achieve the customer adoption, market acceptance or growth its management anticipates; that Ledjr may face competition from larger providers of ERP and accounting software and AI tools; that additional funding may not be available on acceptable terms or at all; that securities remain subject to applicable former-shell-company resale restrictions under Rule 144(i); that exchange listing standards may not be met; and that legacy indebtedness and future financing may substantially dilute common stockholders. The super-voting preferred stock would concentrate voting control in Ledjr even if Ledjr’s common equity ownership is diluted.

The safe harbor for forward-looking statements provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 is not available to the Company. The Company undertakes no obligation to update any forward-looking statement except as required by law.

This press release is for informational purposes only. It does not constitute an offer to sell or the solicitation of an offer to buy any security, and there shall be no sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offering of securities will be made only in accordance with applicable law and, where applicable, pursuant to an effective registration statement or qualified offering statement and the delivery of a prospectus or offering circular.

Investor Contact
info@spyrcorp.co
+1 480-788-7420

Source:: SPYR, Inc

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