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): October 14, 2026
AIBOTICS, INC.
(Exact name of registrant as specified in its charter)
Nevada
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| 000-56022
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| 87-0645794
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(State of Incorporation)
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| (Commission File Number)
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| (IRS Employer ID No.)
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100 SE 2nd St., Suite 2000, Miami, FL 33131
(Address of principal executive offices)
Registrant's telephone number, including area code: (954) 233-3511
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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act. 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 Sale and Purchase Agreement
On October 12, 2026, Aibotics Inc. (the "Company") entered into an Asset Sale and Purchase Agreement (the "Purchase Agreement") with PlayJamaica Limited, a company organized under the laws of Jamaica ("PlayJamaica"). Under the Purchase Agreement, the Company agreed to acquire certain assets of PlayJamaica's related robotics, drone services, artificial intelligence and mapping solutions.
The acquired assets include robotics and drone equipment, mapping equipment and related tangible assets, the NovaCore Labs name, logos and branding, customer and vendor data and other business records, intellectual property including operating methodologies, standard operating procedures and the NovaCore Nexus software, assignable contracts, software, the novacorelabs.com domain and related email and social media accounts, and associated goodwill. PlayJamaica retains its virtual reality, simulator, creative services, event production and esports businesses and the PlayJamaica brands.
Consideration. As consideration, the Company agreed to issue to PlayJamaica 22,500 shares of the Company's Series B Preferred Stock, with an aggregate stated value of $225,000. PlayJamaica may earn up to an additional $3,000,000 in Series B Preferred Stock if the acquired business generates up to $5,000,000 in cumulative gross revenue during the four years after closing. The earn-out is payable in four tranches of $750,000 each upon reaching cumulative revenue of $500,000, $1,500,000, $3,000,000 and $5,000,000.
Liabilities. The Company does not assume any liabilities of PlayJamaica except those set forth on Schedule 1.4 to the Purchase Agreement, which consist of approximately $35,000 of liabilities relating to certain drones and generators.
Management and funding. The Purchase Agreement provides that Gregory Moore will be appointed President of the Subsidiary and that the Subsidiary will enter into an employment agreement with him. The Company and Mr. Moore will develop a budget to deploy $1,000,000 of capital in the Subsidiary over a 12-month period, which the Company intends to fund with proceeds of an offering under Regulation A. If the Company fails to fund the Subsidiary under the budget and does not cure within 30 days after written notice, PlayJamaica may request to repurchase the assets by returning the Series B Preferred Stock and repaying amounts advanced, over 12 months with interest at 8% per annum, under a secured promissory note.
Other terms. The Purchase Agreement contains customary representations, warranties, covenants and closing conditions. Representations and warranties survive for two years after closing, except those regarding title, authority and intellectual property ownership, which survive indefinitely. Indemnification claims are subject to a $10,000 aggregate threshold, with exceptions, and the Company's indemnification liability is capped at the purchase price. Either party may terminate the Purchase Agreement if closing has not occurred by December 31, 2026.
The foregoing descriptions are summaries, do not purport to be complete, and are qualified in their entirety by reference to the Purchase Agreement, which is filed as Exhibits 10.1, to this Current Report and incorporated by reference.
The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to it, as of specific dates, and may be subject to limitations agreed by the parties, including qualifications by confidential disclosures. Investors should not rely on them as characterizations of the actual state of facts or condition of the Company or the acquired business.
Employment Agreements
In conjunction with the Purchase Agreement the Company entered into employment agreements with Gregory Moore and Ryan Moore.
Employment Agreement with Gregory Moore
On October 12, 2026 (the "Effective Date"), Aibotics Inc. (the "Company") and its wholly owned subsidiary, NovaCore Labs Limited, a Jamaican company ("NovaCore"), signed an Employment Agreement (the "Employment Agreement") with Gregory Moore. On the same date, the Company acquired certain assets of PlayJamaica Limited ("PlayJamaica"). Mr. Moore was a principal developer of those assets.
Position and term. Mr. Moore will serve as Chief Executive Officer of NovaCore and will report directly to the Chief Executive Officer of the Company. The initial term runs three years from the Effective Date. It then renews automatically for up to five additional one-year terms unless either party gives written notice of non-renewal at least 30 days before the current term ends.
Commencement shares. Within 10 business days of the Effective Date, the Company will issue Mr. Moore 50,000,000 shares of its common stock. The shares vest in three installments: 16,666,667, 16,666,667 and 16,666,666 shares on the first, second and third anniversaries of the Effective Date. Each installment requires Mr. Moore's continued employment through its vesting date. Unvested shares are forfeited and may be repurchased at par value if his employment ends for any reason other than termination without Cause or resignation for Good Reason. The shares are restricted securities and will carry a Rule 144 legend.
Performance bonus. Mr. Moore will receive a cash bonus equal to 10% of NovaCore's net income under U.S. GAAP, up to $500,000 per year. Net income excludes extraordinary or non-recurring items, intercompany charges, and gains or losses on asset sales outside the ordinary course of business. The bonus is paid quarterly, within 60 days after each fiscal quarter ends.
Milestone awards. Mr. Moore can earn Series B Preferred Stock if NovaCore meets revenue milestones.
·If NovaCore earns $1,000,000 in gross revenue from the assets acquired from PlayJamaica by the second anniversary of the Employment Agreement, the Company will issue $625,000 face value of Series B Preferred Stock.
·If that revenue reaches $2,000,000 by the third anniversary, the Company will issue an additional $625,000 of Series B Preferred Stock.
The Company has agreed to use commercially reasonable efforts to fund NovaCore so that Mr. Moore has a reasonable opportunity to reach these milestones. This commitment is subject to available resources and the Company's business judgment. The Company expects to provide up to $1,000,000 to NovaCore to finance the related business plan.
Other compensation. Mr. Moore is eligible for equity awards under the Company's equity incentive plans, as the Compensation Committee may decide. He may also receive a discretionary annual bonus. He is entitled to reimbursement of reasonable business expenses and may participate in the benefit plans the Company offers its senior employees.
Termination and severance. Either party may end the employment early.
·Mr. Moore may resign on 30 days' written notice or for Good Reason.
·The Company may terminate him for Cause, or without Cause on 30 days' written notice.
If the Company terminates Mr. Moore without Cause or he resigns for Good Reason, he will receive 12 months of continued benefits and a pro-rated bonus. He must first sign a general release of claims. In
addition, any options or restricted stock that would have vested within the next 12 months will vest immediately. If the Company declines to renew the term, he receives the same severance as a resignation for Good Reason. If his employment ends because of death or Total Disability, he or his estate will receive 12 months of continued benefits and a pro-rated bonus.
Restrictive covenants. Mr. Moore has agreed to confidentiality obligations. He has also agreed to non-competition and non-solicitation covenants that last during his employment and for one year after it ends.
This description is only a summary and is qualified in its entirety by the full Employment Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference.
Employment Agreement with Ryan Moore
On October 12, 2026, Aibotics Inc. ("Aibotics") and its wholly owned subsidiary, NovaCore Labs Limited, a company organized under the laws of Jamaica ("NovaCore"), entered into an Employment Agreement (the "Employment Agreement") with Ryan Moore. Aibotics and NovaCore entered into the Employment Agreement in connection with their acquisition, on the same date, of certain assets of PlayJamaica Limited ("PlayJamaica"). Mr. Moore was a principal developer of those assets.
Position and Term. Mr. Moore will serve as Vice President of NovaCore and will report directly to NovaCore's Chief Executive Officer. The initial term is three years from October 12, 2026. The term renews automatically for up to five additional one-year terms unless either party gives written notice of non-renewal at least 30 days before the term expires.
Compensation. Within 10 business days after the effective date, Aibotics will issue Mr. Moore 50,000,000 shares of Aibotics common stock. These shares vest in three substantially equal installments on the first, second and third anniversaries of the effective date, subject to his continued employment. If his employment ends for any reason other than termination without Cause or resignation for Good Reason, he forfeits the unvested shares, and they are subject to repurchase at par value. The shares are restricted securities.
Mr. Moore is also entitled to a cash bonus equal to 8% of NovaCore's net income, determined under U.S. GAAP. The bonus is capped at $500,000 per year and is paid quarterly within 60 days after the end of each fiscal quarter. Net income for this purpose excludes extraordinary or non-recurring items, intercompany charges, and gains or losses from asset sales outside the ordinary course of business.
Mr. Moore may also earn Series B Preferred Stock if NovaCore hits two revenue milestones from the assets acquired from PlayJamaica:
·First milestone: $625,000 face value of Series B Preferred Stock if NovaCore reaches $1,000,000 in gross revenue from those assets by the second anniversary of the Employment Agreement.
·Second milestone: an additional $625,000 of Series B Preferred Stock if NovaCore reaches $2,000,000 in gross revenue from those assets by the third anniversary.
The Employment Agreement contemplates that up to $1,000,000 will be provided to NovaCore to finance the business plan for the acquired assets.
Mr. Moore is eligible for awards under Aibotics' equity incentive plans as the Compensation Committee may determine and for a discretionary annual bonus. He will receive reimbursement of reasonable business expenses and may participate in the benefit plans offered to senior employees.
Termination and Severance. Either party may terminate Mr. Moore's employment on 30 days' prior written notice. Severance depends on how his employment ends:
·Without Cause, for Good Reason, or after a Company non-renewal notice: If Mr. Moore signs and does not revoke a general release within 60 days, he receives 12 months of continued benefits and a pro-rated bonus. Any options or restricted stock that would have vested within 12 months after termination also vest immediately. A non-renewal notice from Aibotics or NovaCore triggers the same severance as a resignation for Good Reason.
·Death or Total Disability: He or his estate receives 12 months of continued benefits and a pro-rated bonus.
·Resignation without Good Reason, or termination for Cause: He receives one month of continued benefits.
Restrictive Covenants. Mr. Moore is bound by a confidentiality obligation that survives termination of employment. During his employment and for one year afterward , he may not compete with the Business (immersive and simulation services and drone and robot sales) in any geographic area where he had material involvement. For the same period, he may not solicit employees, customers or business relationships for competitive purposes. His work with PlayJamaica is excluded to the extent it does not compete directly with NovaCore. He also assigns to the company all work created during his employment.
The Employment Agreement is governed by Florida law, subject to mandatory Jamaican employment law.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 14, 2026, the Company completed the acquisition of the NovaCore Labs assets under the Purchase Agreement and issued 22,500 shares of Series B Preferred Stock to PlayJamaica. The information in Item 1.01 is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities
The information in Item 1.01 regarding the issuance of Series B Preferred Stock is incorporated by reference into this Item 3.02. On October 14, 2026, the Company issued 22,500 shares of Series B Preferred Stock to PlayJamaica as consideration for the acquired assets. The Company may issue additional shares of Series B Preferred Stock under the earn-out.
Each share of Series B Preferred Stock is convertible at the holder's option into shares of Common Stock having an aggregate Fair Market Value equal to the Series B Conversion Price, initially $10.00. Fair Market Value means 80% of the lowest closing price of the Common Stock during the 20 trading days before the conversion date. A holder may not convert to the extent it would beneficially own more than 4.9% of the outstanding Common Stock.
In conjunction with the Employment Agreements entered into with Gregory Moore and Ryan Moore the Company will issue each up to 50,000,000 shares of Company common stock, which shares shall vest in equal installments of 16,666,667, 16,666,667, and 16,666,666 shares on each of the first, second, and third anniversaries of the Effective Date, subject to such Employee’s continued employment through each such vesting date.
The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S. PlayJamaica represented that it is an accredited investor, is acquiring the shares for investment and not with a view to distribution, and has had the opportunity to ask questions of the Company. The shares are restricted securities and bear a restrictive legend.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
| Description
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10.1*
| Asset Purchase Agreement dated October 12, 2026, among Aibotics Inc. and PlayJamaica Limited
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10.2
| Employment Agreement, dated October 12, 2026, among Aibotics Inc., NovaCore Labs Limited and Gregory Moore
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10.3
| Employment Agreement, dated October 12, 2026, among Aibotics Inc., NovaCore Labs Limited and Ryan Moore
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* Certain schedules have been omitted under Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule to the SEC on request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AIBOTICS INC.
Date: October 15, 2026
By: /s/ Benjamin Kaplan
Name: Benjamin Kaplan
Title: Chief Executive Officer
