Adapti (ADTI) raises $150,000 via 17.5% OID convertible note

Rhea-AI Filing Summary

Adapti, Inc. entered into a high-yield convertible financing with its executive chairman, issuing a 17.5% Original Issue Discount Senior Convertible Promissory Note with a principal amount of $181,818 in exchange for $150,000 in cash on September 15, 2025.

The note matures on December 14, 2025, may be prepaid at the principal amount before maturity, and if not paid or converted by then, begins accruing interest at 20% for every 90‑day period thereafter. The note is convertible at the holder’s election into common stock at the lesser of $3.08 per share or 70% of the closing price on the conversion date, subject to a beneficial ownership cap of 4.99%, which the holder may increase up to 9.99% on 61 days’ notice.

The securities were issued in a private, unregistered transaction under the Securities Act of 1933 and are subject to transfer restrictions.

Insights

Corporate finance and governance analyst

Adapti raises $150,000 via a highly structured insider convertible note.

Adapti, Inc. obtained $150,000 of cash by issuing a senior convertible promissory note with a principal amount of $181,818 to its executive chairman, Jeff Campbell. The 17.5% original issue discount means the principal exceeds the cash received, effectively increasing the cost of this borrowing relative to the cash inflow.

The note carries a maturity date of December 14, 2025 and may be prepaid at the principal amount. If not paid or converted at maturity, it starts accruing interest at 20% for every 90‑day period after that date, indicating a steep potential cost for extending repayment.

The conversion feature allows the holder to elect conversion into common stock at the lesser of $3.08 per share or 70% of the closing market price on the conversion date, with a beneficial ownership limitation initially set at 4.99% and adjustable to not more than 9.99% on 61 days’ notice. This structure permits equity settlement while capping the holder’s ownership percentage. The transaction was completed as an unregistered private offering under the Securities Act, so any resale would require registration or a valid exemption.

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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

FAQ

What did Adapti, Inc. (ADTI) announce in this 8-K?

Adapti, Inc. entered into a 17.5% Original Issue Discount Senior Convertible Promissory Note with a principal amount of $181,818 in exchange for $150,000 in cash.

Who purchased the new Adapti, Inc. convertible note and in what amount?

The note was issued to Jeff Campbell, Adapti’s executive chairman and an accredited investor, in the principal amount of $181,818 for $150,000 in cash.

What are the key terms of Adapti, Inc.’s new convertible note?

The note matures on December 14, 2025, can be prepaid at the principal amount, and if not paid or converted at maturity, accrues interest at 20% for every 90‑day period thereafter.

How is the conversion price determined for Adapti, Inc.’s convertible note?

The note is convertible into common stock at the holder’s election at a price per share equal to the lesser of $3.08 or 70% of the closing price of the common stock on the conversion date.

What ownership limitations apply to conversions of the Adapti, Inc. note?

Conversions are subject to a beneficial ownership limitation of 4.99%, which the holder may increase on 61 days’ notice to not more than 9.99%.

Was the Adapti, Inc. convertible note registered under the Securities Act?

No. The securities issued under the note were not registered under the Securities Act of 1933 and may only be offered or sold in the United States pursuant to registration or an applicable exemption.