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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): July 16, 2026
DATA443
RISK MITIGATION, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
000-30542 |
|
86-0914051 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
600
Park Offices Drive, Suite 300-4133
Research
Triangle Park, NC 27713
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (919) 526-1070
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 |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
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 checkmark 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
July 16, 2026, Data443 Risk Mitigation, Inc. (the “Company”) entered into a Financial Service Agreement (the “Agreement”)
with Margaret Z. Holdings Limited (“Margaret”), a British Virgin Islands company, pursuant to which Margaret will serve as
the Company’s financial advisor in connection with the proposed de-SPAC business combination between the Company and Four Leaf
Acquisition Corporation (“FORL”) for a term of 18 months from the date of the Agreement.
As
compensation under the Agreement, Margaret is entitled to: (i) a cash success fee in the form of a promissory note in the principal amount
of $1,000,000 (the “Note”), payable within 90 days following the Date of Deal Close (as defined in the Agreement), without
interest if paid when due (and bearing interest at 15% per annum upon default); (ii) an equity success fee of 1,200,000 shares of the
combined public company (“PubCo”) upon closing; (iii) a retention cash bonus equal to 25% of the total trust amount retained
at closing, payable in three equal installments at months 3, 6, and 9 following closing, subject to PubCo’s continued exchange
listing compliance, trailing-twelve-month consolidated revenue of not less than $5,000,000, and unrestricted cash of not less than $3,000,000
at each payment date; and (iv) nominee receipt of 1,500,000 FORL shares on behalf of Jason Remillard, with all net sale proceeds remitted
to Mr. Remillard or his designee within five business days of settlement.
The
Agreement also provides that: (a) PubCo shall issue to Mr. Jason Remillard (or his designee) 3,000,000 Class B Preferred Shares having
the terms described in the Agreement, including super-voting rights of fifteen (15) votes per share (subject to automatic expiration
and cancellation on the 36-month anniversary of issuance), convertibility into Class A common stock at a 10:1 ratio, no dividend participation,
and transfer restrictions; and (b) in connection with the nominee arrangement described in clause (iv) above, 30,000,000 shares of the
Company’s common stock will be allocated to Margaret (or its appointed entity) from the holdings of Mr. Remillard as part of the
business combination. Mr. Remillard is the Company’s founder, Chief Executive Officer and sole director, and is also the Chairman
and Chief Executive Officer of FORL and controls the sponsor of FORL; accordingly, the arrangements described in this Item 1.01 that
involve Mr. Remillard constitute related-party transactions. The issuance of the Class B Preferred Shares and the other PubCo securities
described above remains subject to the approval of FORL (including its special committee), the definitive documentation and constituent
documents for the business combination, and applicable law and exchange rules.
If
the Note has not been fully repaid within 12 months of the Date of Deal Close, Margaret may, in its sole discretion, convert the outstanding
amount (including any accrued interest) into PubCo shares at a conversion price equal to 80% of the 20-trading-day VWAP of PubCo’s
shares preceding the conversion date, subject to (a) a conversion floor of 50% of the 20-trading-day VWAP following the Date of Deal
Close and (b) an aggregate cap of 19.99% of PubCo’s shares outstanding at the Date of Deal Close. Any unconverted amount remains
payable in cash on demand. The Agreement is governed by Delaware law; disputes are resolved by arbitration under SIAC rules.
The
foregoing descriptions do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the full
text of the Agreement and the Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively to this Current Report on Form
8-K, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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 under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Pursuant to the Agreement, upon the Date of Deal Close the Company
will become obligated under the Note described above in the principal amount of $1,000,000, payable within 90 days following the Date of Deal
Close, without interest if paid when due, and bearing interest at 15% per annum upon default. If not repaid within 12 months of the Date
of Deal Close, Margaret may convert the outstanding balance into PubCo shares as described under Item 1.01. If the proposed business combination is not consummated, the Note will not be issued and no amount will be payable
thereunder.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Financial Service Agreement |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Date:
July 20, 2026 |
DATA443
RISK MITIGATION, INC. |
| |
|
|
| |
BY: |
/S/
JASON REMILLARD |
| |
|
Jason
Remillard, |
| |
|
Chief
Executive Officer |
