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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): August 27, 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 27709
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 (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:
None.
Data443’s common stock, par value $0.001 per share, is quoted on the OTC Markets under the symbol “ATDS” and is registered
under Section 12(g) of the Exchange Act. [NTD: confirm par value and registration section against the most recent 10-K cover.]
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.
Business
Combination Agreement
On
August 27, 2026, Data443 Risk Mitigation, Inc., a Nevada corporation (“Data443” or the “Company”), entered into
a Business Combination Agreement (the “Business Combination Agreement”) with Four Leaf Acquisition Corporation, a Delaware
corporation (“Parent”), and FORL Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger
Sub”).
The
following description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference
to the Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Business Combination
Agreement.
The
Mergers
Pursuant
to the Business Combination Agreement, prior to the effective time of the Parent Merger (as defined below), Parent will incorporate a
new Nevada corporation (“NewCo”) as a direct wholly-owned subsidiary of Parent. Following such incorporation, Parent will
merge with and into NewCo, with NewCo surviving such merger (the “Parent Merger”). At the effective time of the Parent Merger,
each outstanding share of Parent common stock will be converted into one share of NewCo common stock, and each outstanding Parent warrant
and right will become a corresponding security of NewCo.
Immediately
following the Parent Merger, Merger Sub will merge with and into Data443, with Data443 surviving such merger (the “Merger,”
and together with the Parent Merger, the “Mergers”) as a wholly-owned subsidiary of NewCo. Upon consummation of the Merger,
the separate existence of Merger Sub will cease and Data443 will continue as the surviving corporation. NewCo is expected to apply for
listing of its common stock on The Nasdaq Stock Market in connection with the transactions contemplated by the Business Combination Agreement
(the “Transactions”).
Prior
to the effective time of the Merger (the “Effective Time”), each outstanding share of Data443 preferred stock that is convertible
into Data443 common stock will be converted into Data443 common stock in accordance with the terms of Data443’s governing documents.
At the Effective Time, each share of Data443 common stock outstanding immediately prior to the Effective Time (other than dissenting
shares, treasury shares and shares held by Data443) will be converted into the right to receive shares of NewCo common stock as described
below.
Merger
Consideration
The
aggregate merger consideration to be issued in connection with the Merger (the “Aggregate Merger Consideration”) will be
determined based on the equity value of Data443 and a reference value of $10.00 per share of NewCo common stock. The Aggregate Merger
Consideration will be equal to the number of shares of NewCo common stock determined by dividing the equity value of Data443 by $10.00.
In
addition, prior to the Effective Time, Data443 will consummate the conversion of not less than $10.0 million of its outstanding indebtedness
into shares of Data443 common stock pursuant to conversion and exchange agreements with the holders thereof (the “Debt Conversion”).
The shares of Data443 common stock issued in the Debt Conversion will participate in the Merger on the same basis as the other outstanding
shares of Data443 common stock. If the aggregate amount of indebtedness converted in the Debt Conversion is less than $10.0 million,
the Base Value will be reduced dollar-for-dollar by the amount of the shortfall.
At
the Closing, NewCo will deposit with Continental Stock Transfer & Trust Company, as escrow agent, shares of NewCo common stock equal
to 2% of the aggregate NewCo common stock otherwise issuable to Data443 stockholders as merger consideration (the “Indemnity Escrow
Shares”), to be held and released in accordance with the Business Combination Agreement and the escrow agreement to be entered
into at the Closing.
Conditions
to Closing
The
obligations of the parties to consummate the Transactions are subject to the satisfaction or waiver of customary and certain transaction-specific
closing conditions, including, among other things: (i) the effectiveness of a registration statement on Form S-4 to be filed by NewCo
and Parent; (ii) the approval of the Transactions by Parent’s stockholders, including approval by holders of a majority of the
shares held by Parent stockholders unaffiliated with Parent’s sponsor and Mr. Jason Remillard; (iii) the approval of the Business
Combination Agreement by Data443’s stockholders by written consent; (iv) the consummation of the Debt Conversion in respect of
not less than $10.0 million of Data443 indebtedness; (v) the effectiveness of the Parent Merger and NewCo’s joinder to the Business
Combination Agreement; (vi) approval of NewCo’s common stock for listing on Nasdaq; and (vii) the absence of any legal restraint
prohibiting the Transactions. [NTD: conform clauses (ii) and (vi) to the Business Combination Agreement as executed.]
Representations,
Warranties and Covenants
The
Business Combination Agreement contains customary representations, warranties and covenants of the parties, including covenants regarding
the operation of the parties’ respective businesses in the ordinary course prior to the Closing, exclusivity, the preparation and
filing of the Form S-4 and other required filings, and efforts to satisfy the conditions to Closing. The representations and warranties
generally do not survive the Closing, except as expressly provided in the Business Combination Agreement, which provides for a 2% indemnity
escrow as described above.
Support
Agreement
Concurrently
with the execution of the Business Combination Agreement, certain stockholders of Data443, including Data443’s directors and officers
who hold Data443 stock and certain stockholders beneficially owning more than 5% of Data443’s outstanding stock (including Mr.
Jason Remillard), entered into (or will enter into) transaction support agreements with Parent, pursuant to which such stockholders agreed,
among other things, to support and vote (or act by written consent) in favor of the Transactions and against alternative transactions.
The form of Support Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Employment
Agreement
At
or prior to the Closing, Parent (or NewCo) and Mr. Jason Remillard, Data443’s founder, Chief Executive Officer and President, will
enter into an employment agreement pursuant to which Mr. Remillard will serve as Chief Executive Officer and President of the post-combination
company for a minimum term of three years following the Closing.
Certain
Relationships
Mr.
Jason Remillard, Data443’s founder, Chief Executive Officer, President, sole director and controlling stockholder, also serves
as Chairman and Chief Executive Officer of Parent and controls Remcan Holdings LLC, which acquired a controlling membership interest
in Parent’s sponsor, ALWA Sponsor, LLC, on August 2, 2026. The Business Combination Agreement and the Transactions were negotiated
and approved on behalf of Parent by a special committee of Parent’s independent directors, which received an independent third-party
valuation of Data443 and a fairness analysis from an independent financial advisory firm, and the Transactions are subject to the approval
of Parent stockholders unaffiliated with Parent’s sponsor and Mr. Remillard, as described above. Data443’s entry into the
Business Combination Agreement was approved by its board of directors. [NTD: conform this paragraph to the final governance record, including
the special committee resolutions and the fairness opinion as delivered.]
Item
7.01. Regulation FD Disclosure.
On
September 2, 2026, Data443 and Parent issued a joint press release announcing the execution of the Business Combination Agreement.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Additional
Information and Where to Find It
This
Current Report on Form 8-K relates to the proposed business combination among Parent, NewCo, Merger Sub and Data443. In connection with
the Transactions, NewCo and Parent intend to file with the SEC a registration statement on Form S-4 (the “Registration Statement”),
which will include a proxy statement of Parent and a prospectus of NewCo. The definitive proxy statement/prospectus will be sent to all
Parent stockholders as of a record date to be established. Before making any voting or investment decision, investors and security holders
are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or to be filed with
the SEC in connection with the Transactions, and any amendments or supplements thereto, because they will contain important information
about the Transactions and the parties thereto.
Investors
and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Parent, NewCo and Data443 through the website maintained by the SEC at www.sec.gov.
The documents filed by Data443 with the SEC also may be obtained free of charge upon written request to Data443 Risk Mitigation, Inc.,
101 J Morris Commons Lane, Suite 105, Morrisville, North Carolina 27560.
Participants
in the Solicitation
Parent,
NewCo, Data443 and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from Parent’s stockholders in connection with the Transactions. Information regarding Data443’s directors and executive officers
is set forth in Data443’s Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the SEC. Additional
information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Parent’s stockholders,
including a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus
when it becomes available. Free copies of these documents may be obtained as described in the preceding paragraphs.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements
regarding the Transactions, the anticipated timing thereof, the expected listing of NewCo common stock on Nasdaq, the Debt Conversion
and the anticipated benefits of the Transactions. Forward-looking statements are subject to numerous risks and uncertainties, many of
which are beyond the parties’ control, including: the risk that the Transactions may not be completed in a timely manner or at
all; the failure to satisfy the conditions to Closing, including the receipt of the required approvals of Parent’s stockholders
and Data443’s stockholders, the consummation of the Debt Conversion and the approval of NewCo’s Nasdaq listing application;
the failure to realize the anticipated benefits of the Transactions; the amount of redemptions by Parent’s public stockholders;
Data443’s history of losses, going-concern qualification and substantial indebtedness; the outcome of any legal proceedings that
may be instituted in connection with the Transactions; and those other risks and uncertainties described in Data443’s filings with
the SEC, including its Annual Report on Form 10-K, and in the Registration Statement when filed. Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date hereof. Neither Data443 nor Parent undertakes any obligation
to update any forward-looking statement, except as required by law. Because the Transactions involve a special purpose acquisition company,
the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995 is not available with respect
to statements made in connection with the Transactions.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibits |
| 2.1* |
|
Business Combination Agreement, dated as of August 27, 2026, by and among Four Leaf Acquisition Corporation, FORL Merger Sub, Inc. and Data443 Risk Mitigation, Inc. |
| 99.1 |
|
Joint Press Release, dated September 2, 2026 (furnished pursuant to Item 7.01) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant
agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
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.
| |
DATA443 RISK MITIGATION, INC. |
| Date:
September 2, 2026 |
|
|
| |
By: |
/s/
Jason Remillard |
| |
|
Jason
Remillard
|
| |
|
Chief
Executive Officer and President |
Exhibit
99.1
Four
Leaf Acquisition Corporation and Data443 Risk Mitigation, Inc. Advance Definitive Business Combination and Path to a Market Listing
Combined
Company to execute on AI-Driven Threat Intelligence,
Collaboration
and Data Security Platforms
RESEARCH
TRIANGLE PARK, N.C., September 2, 2026 — Four Leaf Acquisition Corporation (“Four Leaf” or “FORL”)
(OTC: FORL, FORLW, FORLU), a special purpose acquisition company incorporated in Delaware, and Data443 Risk Mitigation, Inc. (OTCPK:
ATDS) (“Data443” or the “Company”), a data security and privacy software company for “All Things Data Security,”
today provided an update on the definitive Business Combination Agreement (the “Business Combination Agreement”), dated as
of August 27, 2026, among Four Leaf, FORL Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Four Leaf, and Data443.
The parties are proceeding with preparation of a registration statement on Form S-4 and, upon consummation of the transactions contemplated
by the Business Combination Agreement, intend for the combined company to be listed on the Nasdaq Stock Market pending approvals.
Completion
of the transactions remains subject to the approval of Four Leaf’s stockholders, effectiveness of the Form S-4, approval of the
combined company’s securities for listing on Nasdaq, and the satisfaction or waiver of the other closing conditions described below
and in the Business Combination Agreement. There can be no assurance that the transactions will be completed.
Building
the Combined Company: Data Security, Ledger Validation and AI
Data443
provides data classification, data discovery, privacy, compliance, threat detection and defensible disposition software to enterprise
and government customers. The Company also has a multi-year operating record in distributed-ledger infrastructure as an operator within
the Unique Node List (UNL) ecosystem of a major distributed ledger network, where it has maintained high-availability validator nodes.
Operating with technical neutrality, Data443 does not participate in token rewards or economic incentives, which the Company believes
supports impartiality in transaction ordering and proposal validation. Vaikora provides AI Security (actions, governance, data flows
and agent to agent communications) in commercial and specific open-source models. Convaa.ai is the first true multi-person, multi-organization,
multiple model collaboration product, deeply integrated to the Vaikora platform for personal and multi-team privacy and data exposure
mitigation.
Data443
intends to pursue the following priorities as a combined company:
| |
● |
Deepen
its investment in client-facing AI technology, including Convaa.ai and Vaikora.com technology set. |
| |
|
|
| |
● |
Advancing
AI-driven detection, analytics and remediation across its threat intelligence and data protection
portfolio.
|
| |
|
|
| |
● |
Continue
to drive its acquisition plans with focused deals in the AI |
| |
|
|
| |
● |
Pursuing
a Nasdaq listing that the parties believe could improve visibility with institutional investors and access to capital markets and
provide a more efficient currency for potential future acquisitions and strategic investments. |
These
are objectives and plans, not commitments or projections, and are subject to the completion of the proposed business combination, the
availability of capital, and the other factors described under “Forward-Looking Statements” below. There can be no assurance
that any of these initiatives will be undertaken, completed, or produce the anticipated benefits.
Executive
Commentary
“Entering
into this agreement is a step toward giving Data443 a major-market platform for the next phase of our growth,” said Jason Remillard,
Chief Executive Officer and Founder of Data443. “We have spent nearly a decade building enterprise-grade data security and a validation
record in distributed-ledger infrastructure. Our focus now is on executing the registration statement process, satisfying the listing
requirements, and continuing to invest in the AI and data protection capabilities our customers are asking for. Completion of the transaction
is subject to stockholder approval and other conditions, and we will let the Form S-4 speak for the details.”
Certain
Risks and Uncertainties Relating to the Proposed Transaction
Investors
and stockholders should carefully consider the risk factors that will appear in the Form S-4 and in the parties’ reports filed
with the Securities and Exchange Commission.
Important
Information About the Transaction and Where to Find It
In
connection with the proposed business combination, a registration statement on Form S-4 is expected to be filed with the Securities and
Exchange Commission (the “SEC”), which will include a preliminary proxy statement/prospectus of Four Leaf and a prospectus
with respect to the securities to be issued in the transactions. After the registration statement is declared effective, a definitive
proxy statement/prospectus will be mailed to Four Leaf stockholders as of the applicable record date. INVESTORS AND SECURITY HOLDERS
OF FOUR LEAF AND DATA443 ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors and security holders will be able to obtain
free copies of these documents, once filed, at the SEC’s website at www.sec.gov, or by directing a request to Four Leaf
at the address set forth below. The information contained on, or that may be accessed through, any website referenced in this press release
is not incorporated by reference into, and is not a part of, this press release.
No
Offer or Solicitation
This
press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy, or
a solicitation of any proxy, vote, consent, approval or authorization with respect to, any securities, in any jurisdiction in which such
offer, sale or solicitation would be unlawful, and is not a substitute for the registration statement or the proxy statement/prospectus
to be filed with the SEC. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption therefrom. Any securities to be issued in a private placement have not
been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from registration.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of terms such as “expect,”
“believe,” “anticipate,” “intend,” “may,” “could,” “will,” “should,”
“plan,” “project,” “estimate,” “predict,” “potential,” “target,”
“pursue,” “continue” or the negative of these words or other comparable terminology. Statements in this press
release that are not historical facts — including statements regarding the proposed business combination and its expected structure,
timing, benefits and completion; the anticipated Nasdaq listing; the Debt Conversion; any private placement or bridge financing; the
contingent consideration and net operating loss utilization; the Class B Preferred Shares; Data443’s plans for multi-ledger support,
validator analytics, product integration and AI capabilities; and any statement regarding future financial performance, market opportunity
or operating results — are forward-looking statements. They are not guarantees of future performance and are subject to numerous
risks, uncertainties and assumptions, many of which are difficult to predict or beyond the parties’ control.
These
risks include, without limitation: the failure to satisfy the conditions to closing, including obtaining Four Leaf stockholder approval,
effectiveness of the Form S-4, completion of the Debt Conversion and Nasdaq approval; the occurrence of any event that could give rise
to termination of the Business Combination Agreement; the level of redemptions by Four Leaf public stockholders; the inability to obtain
or maintain a Nasdaq listing; the amount and terms of any financing; dilution to holders of the combined company’s securities;
the conflicts of interest described above and the possibility that the measures adopted to address them prove insufficient; the outcome
of any legal proceedings or regulatory inquiries relating to the transactions; the risk that the projections, valuation and fairness
analyses on which the parties relied prove inaccurate; competitive pressures and rapid technological change in the cybersecurity market;
the evolving regulatory treatment of distributed-ledger technology and digital assets; Data443’s history of losses and need for
additional capital; loss of, or reduced business with, key customers; difficulty integrating operations or completed and future acquisitions;
cybersecurity incidents; the ability to hire and retain qualified personnel; and general economic, market and geopolitical conditions.
Additional risk factors are described in Data443’s and Four Leaf’s respective reports and other documents filed with the
SEC and will be described in the Form S-4.
Undue
reliance should not be placed on the forward-looking statements in this press release, which speak only as of the date hereof and are
based on information available to the parties as of that date. Except as otherwise required by applicable law, neither Four Leaf nor
Data443 undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
About
Four Leaf Acquisition Corporation
Four
Leaf Acquisition Corporation is a special purpose acquisition company incorporated in Delaware, with its principal place of business
in Durham, North Carolina. Its units, shares and warrants are quoted on the OTC Markets under the symbols FORLU, FORL and FORLW. Four
Leaf is seeking to effect a business combination with an Data443 Risk Mitigation, inc.
About
Data443 Risk Mitigation, Inc.
Data443
Risk Mitigation, Inc. (OTCPK: ATDS) provides software and services to enable secure data across devices and databases, both at rest and
in transit, locally, on a network, or in the cloud. We are All Things Data Security™. With over 10,000 customers in more than 100
countries, Data443 offers a modern approach to data governance and security by identifying and protecting all sensitive data, regardless
of location, platform, or format. Data443’s framework helps customers prioritize risk, identify security gaps, and implement effective
data protection and privacy management strategies. Data443 is headquartered in Research Triangle Park, North Carolina. For more information,
visit https://data443.com.
Contacts
Investor
Relations
Matthew
Abenante
ir@data443.com
Follow
us on LinkedIn: https://www.linkedin.com/company/data443-risk-mitigation-inc/
Sign
up for our Investor Newsletter: https://data443.com/investor-email-alerts/
###
“DATA443”
and “All Things Data Security” are trademarks of Data443 Risk Mitigation, Inc. All other product names, trademarks and registered
trademarks are the property of their respective owners. Use of these names, trademarks and brands does not imply endorsement.
