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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): September 18, 2025 (September 15, 2025)
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.
On
September 15, 2025, Adapti, Inc. (“Company”) issued a 17.5% Original Issue Discount Senior Convertible Promissory Note (the
“Note”) in the principal amount of $181,818 (“Principal Amount”) in exchange for $150,000 in cash. The Note was
issued to Jeff Campbell, the Company’s executive chairman, and an accredited investor.
The
Note (i) has a maturity date of December 14, 2025, (ii) may be prepaid by the Company for the Principal Amount at any time prior to the
Maturity Date (iii) begins to accrue interest if not paid or converted at the Maturity Date at a rate of twenty percent (20%) for every
ninety (90) day period thereafter, and (iv) is convertible into shares of common stock (“Common Stock”) of the Company at
the election of the holder at any time, subject to a beneficial ownership limitation of 4.99% (which may be increase by holder to not
greater than 9.99% on 61 days notice), at a conversion price per share equal to the lesser of (a) $3.08 and (b) 70% of the closing price
of the Common Stock on the date of conversion on the trading market or quotation system where the Common Stock is listed.
The
securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements. This current report on Form 8-K 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.
The
foregoing summary of the Note is qualified in its entirety by reference to the full text of such document, a copy of the form of which
is attached hereto as Exhibit 10.01, and which is incorporated herein in its entirety by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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.
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.
Item
9.01 Financial Statement and Exhibits.
Exhibit
No. |
|
Description |
| 10.01 |
|
Form of 17.5% Original Issue Discount Senior Convertible Promissory Note |
| 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 on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
September 18, 2025 |
Adapti,
Inc. |
| |
|
|
| |
By: |
/s/
Adam Nicosia |
| |
|
Adam
Nicosia |
| |
|
Chief
Executive Officer |
