TRON : Notice of Material Event

NOTICE OF MATERIAL EVENT

TRON GROUP INC. (TGRP)

14120 NW 126 Terrace

Alachua, FL 32615

1. 418-1650
   nanopharmaceutics.com

[e-mail]

Entry into a Material Definitive Agreement and Change in Officers and Directors.

On August 5, 2022, TRON Group, Inc., a Nevada corporation ("TRON" or the "Company"), entered into an agreement and plan of merger and reorganization (the "Merger Agreement"), with Nanopharmaceutics, Inc., a privately- held pharmaceutical development company incorporated in Florida ("Nanopharmaceutics") merging with NANOP Acquisition Corp, Inc. ("NANOP"), a wholly-owned subsidiary of TRON (the "Merger"). Following the consummation of the Merger, TRON will change its name to Nanopharmaceutics, Inc. and operate in the field of pharmaceutical development. The Merger is intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Each of Nanopharmaceutics and TRON were majority controlled by Dr. James D. Talton at the time of the transaction.

Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of Nanopharmaceutics's outstanding shares of common stock will be converted into five shares of TRON Class A preferred stock. No fractional shares of TRON Class A preferred stock will be issued in connection with the Merger as a result of the conversion described above, and any fractional share of TRON Class A preferred stock that would thereby be issuable will be rounded up to the next whole share.

The Merger Agreement provides that at, and immediately after, the Effective Time TRON's Board of Directors (the "Board") will initially consist of three directors. This Board will be comprised of one director designated by Nanopharmaceutics and two directors designated by TRON. On August 8, 2022, each of Mr. Stephen Michael Griffith Jr. and Mr. Quoc Tuan (Jacob) Nguyen resigned their respective officer positions, and Nanopharmaceutics's current chief executive officer, and the controlling shareholder of TRON, Dr. James D. Talton, was appointed chief executive officer, president, secretary/treasurer and a director of TRON.

Each of TRON Group and Nanopharmaceutics has made customary representations, warranties and covenants in the Merger Agreement. The Merger was approved by a majority of the stockholders of TRON and unanimously by the stockholder of Nanopharmaceutics.

Amendment to Articles of Incorporation or Bylaws.

Effective August 5, 2022, TRON's board of directors approved Amended and Restated Articles of Incorporation (the "Articles"), whereunder the total number of shares of capital stock which the Company is authorized to issue is 550,000,000 shares, of which 500,000,000 shares shall be shares of Common Stock, par value $0.0001 per share (the "Common Stock"), and 50,000,000 shares shall be shares of Class A Preferred Stock, par value $0.0001 per share (the "Class A Preferred Stock").

Other Events.

Immediately prior to the Merger Agreement, TRON entered into an agreement to terminate its common control relationship with Impression VFX Inc., including the extinguishment of a convertible note in exchange for the return of certain assets, and the termination of a service agreement.

Upon entry into the Merger Agreement TRON's operational location and contact information shall be as follows:

TRON Group Inc.

14120 NW 126 Terrace

Alachua, FL 32615

1. [e-mail]

Attached hereto is a joint press release of TRON and Nanopharmaceutics, released on August 10, 2022.

Change of Business

Pharmaceutical Development- Clinical Stage Product Pipeline

Nanopharmaceutics is a clinical-stage pharmaceutical development company with a pipeline including 10 clinical- stage (phase 1 through phase 3), proprietary and partnered programs including Triapine®, Ammonium Tetrathiomolybdate and Aza-TdC, targeting cancer; NanoBUP™ , PRX-3140,NP-18-2, and NP-18-3, targeting CNS; and Ramoplanin™ and NanoDOX™, targeting infectious disease. The company is also advancing a large, undisclosed portfolio of preclinical development candidates.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the Mergers or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

TRON GROUP, INC.

By: /s/ James D. Talton, Ph.D.

James D. Talton, Ph.D.

CEO and President

TRON Group and Nanopharmaceutics, Inc. Announce Definitive Merger Agreement

Eagle, Idaho and Alachua, FL, August 11, 2022 -- TRON Group, Inc. (OTCPINK:TGRP) ("TRON" or "the Company") and Nanopharmaceutics, Inc. ("Nano"), a privately-heldclinical-stage pharmaceutical development company incorporated in Florida, announced today the signing of a definitive agreement for the merger of Nano with NANOP Acquisition Corp, Inc. ("NANOP"), a wholly-owned TRON subsidiary, in an all-stock transaction. Following the consummation of the Merger, TRON will change its name to Nanopharmaceutics, Inc. and will continue to trade on the OTCPink Market.

Details of Proposed Merger

The merger was unanimously approved by both Boards of Directors of TRON and Nano. Under the terms of the agreement, in an all-stock transaction, Nano and NANOP will merge. TRON will issue five shares of recently authorized and designated Class A Preferred stock to Nano shareholders in exchange for all the issued and outstanding shares of Nano. The Company intends to file a corporate action with FINRA in respect of the aforementioned name change.

James D. Talton, Ph.D., President and Chief Executive Officer and controlling shareholder of each of TRON and Nanopharmaceutics has been appointed Chief Executive Officer, President, Secretary/Treasurer and Director of TRON effective August 8, 2022. The Board of Directors will initially be comprised of three members including the current TRON directors, Mr. Quoc Tuan (Jacob) Nguyen and Mr. Stephen Michael Griffith. Jr., and the addition of Dr. James D. Talton, who will also continue to serve as an officer and director of Nano. The combined company's headquarters will be located in Alachua Florida.

Immediately prior to the Merger Agreement, TRON entered into an agreement to terminate its common control relationship with Impression VFX Inc., including the extinguishment of a convertible note in exchange for the return of certain assets, and the termination of a service agreement.

Clinical Stage Product Pipeline

The pipeline includes 10 clinical-stage (phase 1 through phase 3), proprietary and partnered programs including Triapine®, Ammonium Tetrathiomolybdate and Aza-TdC, targeting cancer; NanoBUP™ , PRX-3140,NP-18-2, and NP-18-3, targeting CNS; and Ramoplanin™ and NanoDOX™, targeting infectious disease. The company is also advancing a large, undisclosed portfolio of preclinical development candidates.

Important Additional Information about Proposed Merger

This communication is being made in respect of the merger involving TRON Group, Inc. and Nanopharmaceutics, Inc. TRON Group will file a material event notice with the OTCPink Market. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About TRON Group, Inc.

TRON Group Inc. is a holding company acquiring operating companies and assets in growing industries. The company's intent is to grow them by providing management and technical support under its public company umbrella.

About Nanopharmaceutics, Inc.

Nanopharmaceutics, Inc. is a clinical-stage specialty pharmaceutical company developing oral, topical, and injectable products for cancer, central nervous system (CNS) disorders, and infectious diseases. Leveraging its expertise in nanoparticle and fine-particle formulations, which can specifically be used to improve hard-to- deliver BCS category II and IV drugs, Nanopharmaceutics is focused on formulation development aimed at improving drug absorption and stability.

Forward-Looking Statements:

Legal Notice Regarding Forward-Looking Statements in this news release that are not historical facts are forward- looking statements that are subject to risks and uncertainties. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined, and assumptions of management. Forward looking statements are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "aims", "potential", "goal", "objective", "prospective", and similar expressions or that events or conditions "will", "would", "may", "can", "could" or "should" occur. Actual results may differ materially from those currently anticipated due to a number of factors beyond the reasonable control of the Company. It is important to note that actual outcomes and the Company's actual results could differ materially from those in such forward-looking statements. Factors that could cause actual results to differ materially include misinterpretation of data, the Company's ability to raise financing for operations, breach by parties with whom we have contracted, and the possible inability to maintain qualified employees or consultants.

Contact:

Nanopharmaceutics, Inc.

James D. Talton, Ph.D.

President and Chief Executive Officer [e-mail]