Form 8-K
8-K — Global AI, Inc.
Accession: 0001493152-26-033407
Filed: 2026-07-16
Period: 2026-07-09
CIK: 0001473490
SIC: 5960 (RETAIL-NONSTORE RETAILERS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
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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): July 9, 2026
GLOBAL
AI, INC.
(Exact
name of registrant as specified in its charter)
Nevada
333-163439
26-4170100
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(I.R.S.
Employer
Identification
Number)
110
Front Street, Suite 300, Jupiter, FL 33477
(Address
of principal executive offices) (Zip code)
(561)
240-0333
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.)
☐
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(s)
Name
of each exchange on which registered
N/A
N/A
N/A
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
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
1.01. Entry into a Material Definitive Agreement.
On
July 9, 2026, Global AI, Inc. (the “Company”) and KSY Capital Investments, Inc (“KSY”) entered into a Subscription
Agreement (the “KSY Agreement”), pursuant to which the Company agreed to sell, and KSY agreed to purchase, 250,000 shares
of the Company’s Class A common stock for an aggregate purchase price of $500,000, representing a purchase price of $2.00 per share.
The
KSY Agreement contains customary representations and warranties for a transaction of this type.
The
share purchase closed on July 9, 2026, and the Company issued 250,000 shares of the Company’s Class A common stock on July 9, 2026
The
foregoing description of the KSY Agreement is qualified in its entirety by reference to the complete terms and conditions of the KSY
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item
1.01.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference.
The
issuance of the shares described above was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder for transactions by an issuer not involving any public
offering. KSY represented that it is an “accredited investor” within the meaning of Regulation D, and the shares may
not be offered or sold in the United States absent registration or an applicable exemption from registration.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
10.1
Subscription Agreement, dated as of July 9, 2026, by and between the registrant and KSY Capital Investments, Inc.
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
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.
GLOBAL AI, INC.
Dated: July 15, 2026
By:
/s/ Darko
Horvat
Name:
Darko Horvat
Title:
Chief Executive Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
SUBSCRIPTION
AGREEMENT
THIS
SUBSCRIPTION AGREEMENT (the “Agreement”) is dated as of July 9, 2026 by and between KSY Capital Investments, Inc of
registered address 701 Karns Ct, North Wales, PA 19454 (the “Purchaser”), and Global AI, Inc. a Nevada corporation
of registered address 110 Front Street, Suite 300, Jupiter, Florida 33477, (“Issuer). The Purchaser and Issuer, may hereinafter
be referred to as the “Parties” and each, a “Party.”
WHEREAS,
the Purchaser desires to subscribe for 250,000 shares of the Issuer’s Class A Common Stock, $0.001 (the “Shares”)
from the Issuer, and Issuer desires to issue the Shares to the Purchaser in exchange for a purchase price of $2.00 per Share for a total
purchase price of One Million One Hundred Thousand United States Dollars (USD $500,000.00) (the “Purchase Price”).
NOW
THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, the Parties hereby agree
as follows:
ARTICLE
I
PURCHASE
AND SALE
1.1 Purchase
and Sale; Purchase Price.
(a) Subject
to the terms and conditions set forth in this Agreement, Issuer shall deliver to Purchaser,
and Purchaser shall accept from Issuer, the Shares in exchange for the Purchase Price delivered
in the form of wire transfer.
(b) On
the terms set forth herein, the completion of the sale, assignment and issuance to and purchase
by the Purchaser of the Shares (the “Closing”) shall take place by conference
call and electronic communication (i.e., emails/pdf), on the date of this Agreement (the
“Closing Date”) and immediately following the execution of this Agreement
by the Parties.
1.2 Closing.
(a) Upon
Closing, Issuer shall deliver to Purchaser or make instruction to the transfer agent in respect
of fully executed documentation (including, without limitation, the Agreement) that completely
effectuates the sale of the Shares, including, but not limited to:
(i) evidence
that the Issuer’s officers or transfer agent (as applicable) has been instructed to,
and will, register the Purchaser as the legal owner of the Shares
(ii) and
such other documentation confirming the issuance of the Shares being purchased by Purchaser
and registered in the name of Purchaser;
1
(b) Upon
Closing, Purchaser shall deliver to Issuer the following:
(i) Fully
executed documentation, including, without limitation, the Agreement; and
(ii) payment
of the Purchase Price by the Purchaser to the Issuer to the following bank account of the
Issuer:
Account
Number:
BIC
/ SWIFT Address:
Beneficiary
Bank Routing Number:
Bank
of the Beneficiary:
(c) At
or promptly following Closing, each Party shall execute, acknowledge, and deliver (or cause
to be executed, acknowledged, and delivered) any and all certificates, schedules, agreements,
corporate resolutions, rulings, or other instruments as may be reasonably requested by the
other Party or their respective legal counsel, to effectuate or evidence the transactions
contemplated herein.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
2.1 Representations
and Warranties of Issuer.
As
of the Closing, Issuer hereby makes the following representations and warranties to Purchaser:
(a) Full
Power and Authority. Issuer has full power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby (including, without limitation to
allot and issue the Shares to the Purchaser) and all necessary corporate actions required
to issue the Shares has been taken. This Agreement has been duly and validly executed and
delivered by Issuer and constitutes the legal, valid and binding obligation of Issuer, enforceable
in accordance with its terms.
(b) No
Violation or Conflict; Consent. The execution, delivery and performance by Issuer of
this Agreement and consummation by Issuer of the transactions contemplated hereby do not
and will not: (i) violate any decree or judgment of any court or other governmental authority
applicable to or binding on Issuer or (ii) violate any contract to which Issuer is bound,
or conflict with, or constitute a default (or an event which with notice or lapse of time
or both would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which Issuer is
a party or (iii) violate the terms of the Issuer’s constitutional documents or any
law binding on the Issuer.
2
(c) Title.
With respect to Shares, (i) the Shares when issued, sold and delivered to the Purchaser will
be issued, sold and delivered free and clear of any taxes and liens, security interests,
adverse claims or other encumbrances of any character whatsoever (“Encumbrances”),
other than restrictions on resales of the Shares that may exist under applicable securities
laws; (ii) the Shares, when issued, sold and delivered and paid for in accordance with the
terms of this Agreement, will be validly issued, fully paid and nonassessable, free from
all taxes and Encumbrances; (iii) the Shares to be issued are not and will not be as of the
date of Closing subject to any transfer restriction (including, without limitation, any rights
of pre-emption), other than the restriction that the Shares have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”) and, therefore,
cannot be resold unless it is registered under the Securities Act or in a transaction exempt
from or not subject to the registration requirements of the Securities Act (“Permitted
Transfer Restriction”); (iv) upon the issuance of the Shares to Purchaser, Purchaser
will acquire good and marketable title thereto, and will be the legal and beneficial owner
of such the Shares, free and clear of any Encumbrances or transfer restrictions, other than
the Permitted Transfer Restriction; (v) there are no outstanding rights, options, subscriptions
or other agreements or commitments obligating Issuer with respect to the Shares, and Issuer
has not granted any person a proxy that has not expired or been validly withdrawn.
(d) Organization.
The Issuer is duly organized, validly existing as a corporation and in good standing under
the laws of its jurisdiction of organization. The Issuer is, and will be, duly licensed or
qualified as a foreign corporation for transaction of business and in good standing under
the laws of each other jurisdiction in which its ownership or lease of property or the conduct
of its business requires such license or qualification, and has all corporate power and authority
necessary to own or hold its properties and to conduct its business as described in the Regulatory
Documents, except where the failure to be so qualified or in good standing or have such power
or authority would not, individually or in the aggregate, have a material adverse effect
on or affecting the assets, business, operations, earnings, properties, condition (financial
or otherwise), stockholders’ equity or results of operations of the Issuer and its
subsidiaries, or prevent or materially interfere with consummation of the transactions contemplated
hereby.
(e) Issuer
is not, and immediately after the sale of the Shares hereunder will not be, an “investment
company” or a company “controlled” by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.
(f) Neither
this Agreement, the exhibits hereto, nor the materials and information contemplated by Section
2.2(e) of this Agreement, contain any untrue statement of a material fact, nor, to Issuer’s
knowledge, omit to state a material fact necessary in order to make the statements contained
herein or therein not misleading.
3
(g) Issuer’s
reports on Form 8-K, annual reports on Form 10-K, quarterly reports on Form 10-Q filed with
the Securities and Exchange Commission for each period falling in 2026 and the OTCQB Certifications
filed with OTC Markets for each period falling in 2026 (together the “Regulatory
Documents”), as of their respective filing dates (or, if amended or superseded
by a filing prior to the date of this Agreement, on the date of such amended or superseding
filing), complied in all material respects with the requirements of the Securities Act, the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder
applicable to such Regulatory Documents, and as of their respective dates (or, if amended
or superseded by a filing prior to the date of this Agreement, on the date of such amended
or superseding filing) none of the Regulatory Documents contained any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were
made, not misleading.
(h) The
Issuer acknowledges that the Purchaser has relied on the representations and warranties given
by the Issuer in this Agreement in deciding to subscribe for the Shares and also to purchase
shares in the Issuer from other stockholders in the Issuer on or about the Closing Date.
(i) Issuer
confirms that the Issuer’s issued shares are currently held in book entry form with
the transfer agent.
2.2 Representations
and Warranties of Purchaser. As of the Closing, Purchaser hereby makes the following
representations and warranties to Issuer:
(a) Full
Power and Authority. Purchaser has full power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. This Agreement has been duly and
validly executed and delivered by Purchaser and constitutes the legal, valid and binding
obligation of Purchaser, enforceable in accordance with its terms.
(b) No
Violation or Conflict; Consent. The execution, delivery and performance by Purchaser
of this Agreement and consummation by Purchaser of the transactions contemplated hereby do
not and will not:, (i) violate any provision of any federal or state statute, rule or regulation
which is, to Purchaser’s knowledge, applicable to Purchaser; or (ii) violate any contract
to which Purchaser or any of its assets or properties are bound, or conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which Purchaser is a party. No consent or approval
of, or filing with, any governmental authority or other person not a party hereto is required
for the execution, delivery and performance by Purchaser of this Agreement or the consummation
of the transactions contemplated hereby, except for such consents or approvals that are obtained
on or before the closing date.
(c) Restricted
Securities. Purchaser understands that the Shares are characterized as “restricted
securities” under the Securities Act inasmuch as they were acquired from Issuer in
a transaction not registered under the Securities Act.
(d) Investment
Intent. Purchaser is acquiring the Shares for his own account and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, except pursuant
to sales registered or exempted under the Securities Act.
4
(e) Information.
The Purchaser and its advisors, if any, have been furnished with all materials relating to
the business, finances and operations of the Issuer and materials relating to the offer and
sale of the Shares, in each case, which have been reasonably requested by the Purchaser or
its advisors. The Purchaser and its advisors, if any, have been afforded the opportunity
to ask questions of the Issuer and have reasonably relied on all responses given by (or on
behalf of) the Issuer in writing in entering into this Agreement.
(f) Governmental
Review. The Purchaser understands that no United States federal or state agency or any
other government or governmental agency has passed upon or made any recommendation or endorsement
of the Shares.
(g) Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has
been duly executed and delivered on behalf of the Purchaser, and this Agreement constitutes
a valid and binding agreement of the Purchaser enforceable in accordance with its terms.
ARTICLE
III
3 Miscellaneous
3.1 Entire
Agreement. The Agreement contains the entire understanding of the Parties with respect
to the subject matter hereof and supersedes all prior agreements and understandings, oral
or written, with respect to such matters.
3.2 Amendments;
Waivers. No provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by Issuer and Purchaser or, in the case of
a waiver, by the Party against whom enforcement of any such waiver is sought. No waiver of
any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of either Party to exercise any right
hereunder in any manner impair the exercise of any such right accruing to it thereafter.
3.3 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties
and their respective successors and permitted assigns.
3.4 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties
hereto and their respective successors and permitted assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other person or entity.
5
3.5 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by and construed and enforced in accordance with the
internal laws of the State of Nevada, without regard to the principles of conflicts of law
thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in Nevada for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery). Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Each Party irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby. If either Party
shall commence an action or proceeding to enforce any provisions of the documents contemplated
herein, then the prevailing Party in such action or proceeding shall be reimbursed by the
other Party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding.
3.6 Survival.
The representations, warranties, agreements and covenants contained herein shall survive
the Closing for six (6) months thereafter.
3.7 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each Party and delivered to the other Party, it being understood that
the Parties need not sign the same counterpart. In the event that any signature is delivered
by email transmission, such signature shall create a valid and binding obligation of the
Party executing (or on whose behalf such signature is executed) the same with the same force
and effect as if such email (pdf) signature page were an original thereof.
3.8 Severability.
In case any one or more of the provisions of this Agreement shall be invalid or unenforceable
in any respect, the validity and enforceability of the remaining terms and provisions of
this Agreement shall not in any way be affecting or impaired thereby and the Parties will
attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute
therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.
3.9 Announcements.
The Issuer shall ensure it keeps the details of this Agreement confidential, save to
the extent any such disclosure is required by law or regulations or the disclosure is made
to the Issuer’s officers, directors or professional representatives. Prior to making
any public disclosure or announcements, the Parties shall each (acting reasonably and in
good faith) agree the form of wording to be used in advance.
6
3.10 Notices.
All notices or other communications required or permitted by this Agreement shall be in writing
and sent to the other Party at the address or email address set forth by their name below
or to such other address or email address as may be specified by any such Party to the other
Party pursuant to notice given by such Party in accordance with the provisions of this Section,
and shall be deemed to have been duly received:
(a)
if delivered by hand, at the time the notice is left at the
relevant address shown below,
(b)
if sent by post or courier, two days after posting to the relevant
address shown below,
(c)
if sent by email, on the next day after being sent to the email
address shown below (as recorded on the device which the sender sent the email).
KSY
Capital Investments, Inc
Attention
of : Ryan Lee
Address:
701 Karns Ct, North Wales, PA 19454
Email:
Global
AI, Inc.
Attention
of : Darko Horvat
Address:
110 Front Street, Suite 300, Jupiter, Florida 33477
Email:
3.11 Headings.
The headings used in this Agreement are for convenience of reference only and shall not be
deemed to limit, characterize or in any way affect the interpretation of any provision of
this Agreement.
[Signature
page follows]
7
IN
WITNESS WHEREOF, the Parties have caused this Subscription Agreement to be duly executed as of the date first indicated above.
ISSUER
Global
AI, Inc.
/s/
Darko Horvat
By:
Darko
Horvat
Title:
Chairman
and Chief Executive Officer
PURCHASER
KSY
Capital Investments, Inc
/s/
Ryan Lee
By:
Ryan
Lee
Title:
President
[Signature
Page to Subscription Agreement]
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Local phone number for entity.
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+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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