Form 8-K

8-K — Exyn Technologies, Inc.

Accession: 0001104659-26-064568

Filed: 2026-05-20

Period: 2026-05-18

CIK: 0001960355

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2615237d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2615237d1_ex10-1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615237d1_8k.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 18, 2026

EXYN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-43296

47-2345934

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2118 Washington Avenue, Suite 1000

Philadelphia, Pennsylvania

19146

(Address of principal executive offices)

(Zip Code)

(215) 999-0200

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

EXYN

The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one share of common stock at an exercise price of $9.69

EXYNW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2026, the Board of Directors of Exyn Technologies, Inc.

(the “Company”) approved Amendment No. 3 (the “Amendment”) to the Executive Employment

Agreement, dated as of May 18, 2026, with Brandon Torres Declet, the Company’s Chief Executive Officer (as amended, the

“Executive Employment Agreement”).

The Amendment modifies Section 2.6 of the Executive Employment Agreement

by deleting the existing provision in its entirety and replacing it with a revised deal completion bonus structure. Pursuant to the Amendment’s

terms, Mr. Declet is eligible to receive a deal completion bonus (the “Deal Bonus”), which is independent

of his annual bonus under the Executive Employment Agreement and is contingent upon, and payable only in the event of, the closing of

the first to occur of (i) the effective date of a registration statement of the Company filed under the Securities Act of 1933, as amended,

for the sale of any class of the Company’s stock in an initial public offering or a direct listing of any class of the Company’s

stock, or (ii) a Change in Control, as defined in the Company’s 2025 Equity Compensation Plan, as may be amended from time to time

(clause (i) or (ii), the “Change in Control Transaction”). Mr. Declet’s receipt of the Deal Bonus

is further subject to Mr. Declet’s continued employment with the Company through the date of such Change in Control Transaction.

The aggregate amount of the Deal Bonus will be equal to the greater

of (x) to the extent the net proceeds received by the Company or its shareholders in connection with the Change in Control Transaction

equals or exceeds $30,000,000, (A) one percent (1%) of such net proceeds if the pre-money valuation of the Company equals or exceeds $50,000,000

but is less than $100,000,000, or (B) one-and-a-half percent (1.5%) of such net proceeds if the pre-money valuation of the Company equals

or exceeds $100,000,000; or (y) $225,000, in each case, less applicable taxes and withholdings. To the extent payable, one-hundred percent

(100%) of the Deal Bonus will be paid to Mr. Declet within fifteen (15) calendar days of the closing of the applicable Change in

Control Transaction.

The foregoing description of the Amendment does not purport to be complete

and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this

Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description of Exhibits

10.1

Amendment No. 3 to Executive Employment Agreement, dated as of May 18, 2026, by and between the Registrant and Brandon Torres Declet.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 20, 2026

Exyn Technologies, Inc.

By:

/s/ Brandon Torres Declet

Brandon Torres Declet

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615237d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 3

TO EXECUTIVE EMPLOYMENT AGREEMENT

MAY 18, 2026

This Amendment No. 3 (the

“Amendment”) is made as of May 18, 2026 (the “Effective Date”), by and between Brandon

Torres Declet (the “Executive”) and Exyn Technologies, Inc., a Delaware corporation (the “Company”).

The Company and Executive are each referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS,

the Parties entered into that certain Executive Employment Agreement dated as of October 30, 2023, as amended as of September 24, 2025

and December 31, 2025 (the “Employment Agreement”);

WHEREAS, the Parties desire to amend the Employment

Agreement as set forth herein; and

WHEREAS,

all capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Amendments to the Employment Agreement

Effective as of the Effective

Date, Section 2.6 of the Employment Agreement (titled “Deal Completion Bonus”) shall be deleted in its entirety and replaced

with the following:

“2.6 Deal Completion

Bonus. Independent of the annual bonus set forth herein in Section 2.2 above, Executive shall be eligible to receive a deal completion

bonus, which is contingent upon, and only payable, in the event of the closing of a Change in Control Transaction, and is further subject

to Executive remaining in continuous employment with the Company through the date of such Change in Control Transaction, with the aggregate

amount of such bonus being equal to the greater of (x) to the extent the net proceeds received by the Company or its shareholders in

connection with the Change in Control Transaction equals or exceeds $30 million, (A) 1% of such net proceeds if the pre-money valuation

of the Company equals or exceeds $50 million but is less than $100 million, or (B) 1.5% of such net proceeds if the pre-money valuation

of the Company equals or exceeds $100 million; or (y) $225,000, in each case, less applicable taxes and withholdings (the “Deal

Bonus”). For purposes of this Agreement, “Change in Control Transaction” shall mean the first

to occur of (i) the effective date of a registration statement of the Company filed under the Securities Act for the sale of any class

of Company stock in an initial public offering or a direct listing of any class of Company stock, or (ii) a Change in Control, as defined

in the Company’s 2025 Equity Incentive Plan, as amended from time to time. To the extent payable, 100% of the Deal Bonus shall

be paid to Executive within fifteen (15) calendar days of the closing of the applicable Change in Control Transaction.

2. No Other Changes

Except as expressly amended

by this Amendment, all terms, conditions, and provisions of the Employment Agreement shall remain in full force and effect and are hereby

ratified and confirmed.

3. Governing Law

This Amendment shall be governed

by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

4. Counterparts

This Amendment may be executed

in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures

delivered by electronic means (including PDF or other electronic transmission) shall be deemed effective for all purposes.

WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

EXYN TECHNOLOGIES, INC.

By:

/s/ Jon Ollwerther

Name: Jon Ollwerther

Title: Board Director

EXECUTIVE

By:

/s/ Brandon Torres Declet

Name: Brandon Torres Declet

Title: Chief Executive Officer