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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): April 6, 2026 (April 1, 2026)
ADAPTI,
INC.
(Exact
name of Registrant as Specified in Its Charter)
| Nevada |
|
000-53336 |
|
01-0884561 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 2278
Monitor St., |
|
|
| Dallas,
Texas |
|
85004 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (775) 375-1500
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:
| ☐ |
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 (§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 ☐
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.
Asset
Purchase Agreement with Levelution Sports Agency, LLC
On
April 1, 2026, Adapti, Inc. (the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”)
with Levelution Sports Agency, LLC, a Texas limited liability company (“Levelution”), pursuant to which the Company acquired
substantially all of the assets of Levelution, including but not limited to accounts receivable, contracts with athletes, tangible property,
intellectual property, prepaid expenses, and goodwill (the “Purchased Assets”) in exchange for the Company issuing an aggregate
of 324,675 shares of its common stock, par value $0.001 per share (the “Shares”) to the members of Levelution (the “Transaction”).
Of the Shares issued, 32,468 are being held in escrow by the Company for up to eighteen (18) months in order to satisfy the indemnification
obligations of Levelution, to the extent any such obligations may arise under the Purchase Agreement.
The
Transaction closed on April 1, 2026 (“Closing Date”). The Purchase Agreement additionally contained customary representations,
warranties, covenants, and indemnifications customary for transactions of this type.
In
connection with the Transaction, the Company entered into other ancillary agreements including: (i) a bill of sale (“Bill of Sale”),
(ii) an assignment and assumption agreement (“Assumption Agreement”), (iii) an intellectual property assignment agreement
(“IP Agreement”), (iv) a transition services agreement (“TSA”), and (v) a lock-up agreement (“Lock-Up”).
Transition
Services Agreement
On
the Closing Date, the Company entered into the TSA with Kirk Noles, the former president of Levelution, whereby Mr. Noles will provide
ongoing transitional services for the Company with respect to the transition of the Purchased Assets for a period of six (6) months from
the Closing Date for no additional consideration.
Lock-Up
As
part of the Transaction, each member of Levelution receiving Shares entered into a Lock-Up prohibiting such holder from selling the Shares
for a period of twelve (12) months from the Closing Date.
The
foregoing summaries of each of the Purchase Agreement, Bill of Sale, Assumption Agreement, IP Agreement, TSA, and Lock-Up, are qualified
in their entirety by reference to the full text of each such document, a copy of the form of each is attached hereto as Exhibits 10.01,
10.02, 10.03, 10.04, 10.05, and 10.06, respectively, and each of which is incorporated herein in its entirety by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
The
Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. This
current report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state.
Item
8.01 Other Events.
The
Company issued a press release announcing the Transaction on April 2, 2026. A copy of the press release is attached hereto as Exhibit
99.01 and is incorporated by reference herein.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 10.01 |
|
Form of Asset Purchase Agreement between Adapti, Inc. and Levelution Sports Agency, LLC dated April 1, 2026 |
| 10.02 |
|
Form of Bill of Sale dated April 1, 2026 |
| 10.03 |
|
Form of Assignment and Assumption Agreement dated April 1, 2026 |
| 10.04 |
|
Form of Intellectual Property Assignment Agreement dated April 1, 2026 |
| 10.05 |
|
Form of Transition Services Agreement dated April 1, 2026 |
| 10.06 |
|
Form of Lock-Up Agreement |
| 99.01 |
|
Press Release dated April 2, 2026 announcing the Levelution Sports Agency acquisition |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 of and
Section 21E of the Exchange Act. Forward-looking statements can be identified by words such as “anticipates,” “intends,”
“plans,” “seeks,” “believes,” “continues,” “could,” “estimates,”
“expects,” “guidance,” “may,” “might,” “outlook,” “possibly,”
“potential,” “projects,” “prospects,” “should,” “will,” “would,”
and similar references to future periods, but the absence of these words does not mean that a statement is not forward-looking. Actual
results may differ materially from the results anticipated in these forward-looking statements. While forward-looking statements
are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and
developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results,
performance, and financial condition to differ materially from our expectations. See “Risk Factors” in our most recent periodic
reports filed with the SEC for a discussion of risk factors that affect our business. Any forward-looking statement made by the Company
in this Current Report on Form 8-K speaks only as of the date on which it is made. Factors or events that could cause our actual results
to differ may emerge from time to time, and it is not possible for us to predict all of them. Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information, future development, or otherwise, except as may be required
by law.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
April 6, 2026 |
Adapti,
Inc. |
| |
|
|
| |
By: |
/s/
Adam Nicosia |
| |
|
Adam
Nicosia |
| |
|
Chief
Executive Officer |
Exhibit
99.01
Adapti,
Inc. Completes Acquisition of Levelution Sports Agency, LLC, Expanding NIL and Athlete Representation Capabilities
DALLAS,
TX — April 2, 2026 — Adapti, Inc. (OTC: ADTI), a company developing AI technology to integrate sports and influencer management,
today announced that it has completed the acquisition of Levelution SportsAgency, LLC on April 1, 2026.
The
acquisition marks a significant milestone in Adapti’s strategy to build a multi-sport, multi-discipline athlete management platform
that combines traditional representation with advanced digital and NIL capabilities. With the addition of Levelution Sports, Adapti expands
its presence in the rapidly growing NIL ecosystem, enhancing its ability to support athletes across all stages of their careers.
“Completing
the acquisition of Levelution Sports represents another key step in executing our long-term vision,” said Adam Nicosia, CEO of
Adapti. “Kirk and his team have built an exceptional platform with deep expertise in NIL, and we are excited to officially welcome
them into the Adapti organization. Together, we are well positioned to deliver expanded opportunities for athletes and brand partners
while continuing to build a differentiated, tech-enabled representation platform.”
“We
are thrilled to officially join Adapti and begin this next chapter,” said Kirk Lee Noles, CEO of Levelution Sports. “Adapti’s
vision, resources, and commitment to innovation in athlete representation align perfectly with what we have been building. This partnership
allows us to accelerate our growth, enhance the services we provide to our athletes, and capitalize on the evolving NIL landscape.”
Financial
terms of the transaction were not disclosed.
About
Adapti
Adapti,
Inc. (OTC: ADTI) leverages advanced AI technology to match products and brands with optimal influencers, using proprietary data analytics
to drive superior marketing results. Adapti aims to build a global platform where data is an asset, efficiently paired with high-impact
influencers.
In
July 2025, Adapti acquired the Ballengee Group, a full-service sports agency representing Major League Baseball athletes. The Ballengee
Group assists its clients with contract negotiations, marketing deals, public relations, and strategic partnerships, and has guided world
champions and global icons throughout their careers.
Adapti
plans to roll out a suite of integrated services that blend traditional contract negotiation and endorsement deals with dynamic social
media campaigns, powered by AdaptAI’s proprietary “data fingerprint” technology currently in development. This technology
will utilize Large Language Models to rapidly adapt to changes in the evolving marketing landscape, maximizing engagement, driving higher
ROI for brand partners, and helping athletes grow their platforms.
About
Levelution Sports
Levelution
Sports is a NIL representation agency dedicated to helping athletes navigate the evolving landscape of Name, Image, and Likeness. With
a focus on compliance, brand partnerships, and long-term career development, Levelution provides athletes with the tools and resources
needed to excel in sports, business, and life. Learn more at www.levelutionsports.com.
Forward-Looking
Statements
This
communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Adapti, Inc. generally identifies forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue”
or the negative of these terms or other similar words. These statements are only predictions. Adapti bases these forward-looking statements
largely on current expectations and projections about future events and financial trends, as well as the beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are
beyond Adapti’s control. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Additional
risks and uncertainties can be found in the Company’s recent annual and quarterly reports filed with the SEC. Adapti undertakes
no obligation to update any forward-looking statements except as required by law.
Investor
Relations
Phone:
214-301-3745
Email:
investorrelations@adapti.io
www.adapti.io
