Welcome to our dedicated page for Adapti SEC filings (Ticker: ADTI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Adapti, Inc. filings document a Nevada public company building an AI-enabled sports and influencer management business around AdaptAI, The Ballengee Group and Levelution Sports Agency. The company’s Form 8-K reports cover material definitive agreements, completed agency acquisitions, asset and membership-interest purchase agreements, issued common stock consideration, transition services, lock-up arrangements, and required acquired-business financial statements and pro forma financial information.
Regulatory filings also disclose financing and capital-structure matters, including convertible promissory notes, unregistered equity securities, subsidiary revolving credit arrangements, security agreements and receivables assignments. Governance disclosures address officer and director changes, compensatory arrangements and board composition, while periodic-report notices document reporting-timetable matters for Form 10-Q obligations.
Adapti, Inc. names Jeffrey Thomas Campbell as Executive Chairman and reports his initial equity interests. He indirectly holds 10,000 shares of common stock through the Campbell Trust and directly owns 1,785 shares of common stock.
Campbell is trustee of the Campbell Trust with sole voting and investment power over its holdings. He also holds two convertible promissory notes: a 5% Subordinated Convertible Promissory Note with an initial principal of $492,800, maturing on 8/14/2028, convertible at $3.08 per share, which as of 5/28/2026 is convertible into 166,290 common shares; and a 12% Convertible Promissory Note purchased for $100,000 on 9/24/2024, maturing on 9/25/2026, also convertible at $3.08 per share and, as of 5/28/2026, convertible into 38,978 common shares subject to a 4.99% beneficial ownership limitation that may be increased on 61 days’ notice.
Adapti, Inc. has completed an asset purchase of Levelution Sports Agency, LLC, acquiring substantially all of Levelution’s assets, including athlete contracts, receivables, intellectual property, and goodwill. As consideration, Adapti issued 324,675 shares of common stock to Levelution’s members.
Of these shares, 32,468 are held in escrow for up to 18 months to cover potential indemnification claims. The deal closed on April 1, 2026. Former Levelution president Kirk Noles will provide transition services to Adapti for six months under a transition services agreement, with no additional consideration.
Each Levelution member receiving shares entered a 12‑month lock-up, restricting sales of the shares for one year after closing. The shares were issued as unregistered securities under Section 4(a)(2) of the Securities Act and/or Regulation D. A press release announcing the acquisition was issued on April 2, 2026.
Adapti, Inc. reported that Marilu Brassington resigned as chief financial officer, principal accounting officer, and board member effective March 2, 2026. The company states her resignation did not result from any disagreement over operations, policies, or practices.
Under a separation agreement dated March 5, 2026, she will receive $15,000 in wages through March 31, 2026, $80,000 of previously accrued consulting fees subject to Reg A offering funding milestones, $60,000 of common stock valued at the March 31, 2026 closing price, and accelerated vesting of 50,000 stock option shares at a $3.08 exercise price exercisable until August 13, 2030. Chief Executive Officer Adam Nicosia has been appointed interim principal financial and accounting officer, supported by an outside consulting firm, without additional compensation.
Adapti, Inc. filed a quarterly report showing a major transformation driven by its July 2025 acquisition of The Ballengee Group, a baseball-focused sports agency, and a pivot away from health and beauty products toward sports management and an AI marketing platform called AdaptAI.
For the nine months ended December 31, 2025, revenue rose sharply to $3,657,796, mainly from Ballengee’s MLB contract and marketing commissions, but the company posted a net loss of $5,837,708. In the latest quarter, it lost $2,946,326 on revenue of $1,525,695, reflecting heavy operating and amortization expenses tied to acquired contract receivables and brand intangibles.
Total assets increased to $31,790,593 at December 31, 2025, driven by $19,180,000 of future contract value and a $5,956,401 brand intangible from Ballengee. Liabilities were $18,291,939, including related-party promissory notes of $7,500,000, commissions payable of $4,100,957, a line of credit, and multiple related-party and third-party convertible notes.
The Ballengee purchase price was allocated at $27,500,000, including 6,500,000 shares of common stock, a $7,500,000 participating note, and up to $20,000,000 of stock-based earnouts over four years, though no earnout was earned for 2025. Common shares outstanding rose to 8,098,729 as of February 17, 2026 after a 1‑for‑4,000 reverse split and share issuance for the acquisition and various compensation and debt extensions.
Management discloses substantial doubt about Adapti’s ability to continue as a going concern. As of December 31, 2025, accumulated deficit was $15,350,102 and working capital deficit was $1,806,215. The company expects to fund operations through additional debt and equity financing while integrating Ballengee and finishing AdaptAI, estimated to require about $250,000 of development spending to reach internal use by December 31, 2026.
Adapti, Inc. (ADTI) appointed Omar Karim as its new Chief Revenue Officer effective November 18, 2025. Karim previously founded and led MAB Ventures Digital Marketing Agency and has held roles in automotive, fintech, and wellness companies.
Under an at-will employment agreement, he will receive a base salary of $180,000 per year, which will accrue until the company’s board determines Adapti is sufficiently capitalized or it raises $1,000,000 in net equity funding. After that funding threshold is reached, accrued salary becomes payable and his base salary increases to $300,000 per year, with six months of severance pay upon certain terminations.
Adapti also issued Karim a warrant to purchase up to 240,000 shares of common stock at $3.08 per share, with a five-year term. The warrant vests 48,000 shares on the effective date and 48,000 shares on each yearly anniversary over four years, with additional vesting upon a change of control or certain terminations, and was issued under a private offering exemption.
Adapti, Inc. (ADTI) reported a transformational quarter ended September 30, 2025, driven by its July 14 acquisition of The Ballengee Group, a baseball-focused sports agency. The deal consideration includes 6,500,000 common shares valued at $20,000,000, a $7,500,000 participating promissory note and up to $20,000,000 in stock-based earnouts; a preliminary $27,500,000 purchase price was allocated mainly to $19,180,000 of contract value and a $5,956,401 brand intangible.
Quarterly revenue surged to $2,131,437 from $2,030 a year earlier, almost entirely from Ballengee’s agent commissions and marketing income, but the company posted a net loss of $2,596,318, and a six‑month loss of $2,891,382. Total assets increased to $34,648,159 (including large contract receivables and intangibles), with total liabilities of $18,577,316, turning stockholders’ equity from a deficit to $16,070,843. Adapti had cash of $1,540,411 but a working capital deficit of $781,054 and discloses substantial doubt about its ability to continue as a going concern without new financing.
The company executed a 1‑for‑4,000 reverse stock split effective May 28, 2025 and had 8,039,259 common shares outstanding as of November 19, 2025. Funding is heavily reliant on related‑party and vendor debt, including multiple convertible notes generally convertible at $3.08 per share and new subordinated convertible notes totaling $2,156,000 to the CEO, executive chairman and interim CFO. Management is developing its AdaptAI marketing technology platform, targeting a launch by December 31, 2026, while integrating Ballengee’s operations.
Adapti, Inc. filed a Form 12b-25 (NT 10-Q) for the quarter ended September 30, 2025, stating it could not complete its Form 10-Q by November 14, 2025 without undue hardship and expense.
The company anticipates filing the quarterly report within the SEC’s Rule 12b-25 grace period. The notice lists Adam Nicosia as the contact at (775) 375-1500 and is signed by CFO Marilu Brassington on November 14, 2025.
Adapti, Inc. disclosed that its wholly owned subsidiary, Ballengee Group, LLC, entered a revolving credit facility of up to $3,000,000 with Texas Security Bank to fund working capital. Borrowing is limited to the lesser of $3,000,000 or 80% of amounts due under certain guaranteed contracts, with all outstanding amounts due on February 28, 2027.
The note bears interest at the lesser of Prime Rate + 0.50% or the Texas legal maximum, with monthly interest payments starting December 1, 2025, a required annual full paydown between July 31 and December 31, and a 30‑day zero balance during that period. The loan is secured by a first‑priority lien on substantially all of the subsidiary’s assets and includes standard covenants and acceleration on default.
There is a cross‑default and cross‑collateralization with a separate $2,000,000 loan to 2278 Monitor, LLC secured by the Dallas property the subsidiary leases. Guarantees include James Ballengee and the Mary Helen Ballengee Trust for the revolver; the subsidiary guarantees the Monitor Loan. Adapti, Inc. is not a party or guarantor to these agreements.
Adapti, Inc. (ADTI) filed Amendment No. 1 to its Form 8-K to provide the Item 9.01 financial statements related to its previously reported acquisition of Ballengee Group, LLC, which closed on July 14, 2025. The amendment is administrative and adds required historical and pro forma financial information that was not included with the original report.
The filing includes audited financial statements of Ballengee Group for the years ended December 31, 2024 and 2023, and unaudited financial statements for the six months ended June 30, 2025 and 2024 (Exhibits 99.1(a) and 99.1(b)). It also provides unaudited pro forma condensed combined financial statements for Adapti for the years ended March 31, 2025 and 2024, and for the three months ended June 30, 2025 (Exhibits 99.2(a) and 99.2(b)). All other information from the original report remains unchanged.
Adapti, Inc. reported a board change: director Matthew Balk resigned effective October 25, 2025. The company stated his departure did not result from any disagreement with its operations, policies, or practices. The report is dated October 29, 2025 and signed by Chief Executive Officer Adam Nicosia.