Every 8-K that ADAPTI INC (ADTI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ADTI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ADTI filings page.
Adapti, Inc. reported that investors should no longer rely on its previously issued unaudited condensed consolidated financial statements for the quarters ended September 30, 2025 and December 31, 2025, because of material errors in how it accounted for its July 14, 2025 acquisition of Ballengee Group, LLC.
The board, acting as the audit committee, determined on July 14, 2026 that Ballengee Group, while the legal acquiree, should be treated as the accounting acquiror and that the deal should be accounted for as a reverse recapitalization. The transaction involved 6,500,000 Adapti shares, representing about 81.0% of outstanding shares at closing, all issued to James Ballengee, giving him the ability to influence board composition and key shareholder decisions. Adapti states it intends to restate the affected financial statements and has discussed the matter with its independent auditor.
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. (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. 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.
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.