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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
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 17, 2026
AVAX
ONE TECHNOLOGY LTD.
(Exact
Name of Registrant as Specified in Charter)
| British
ColumbiaA1 |
|
001-40578 |
|
77-8726885 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
| 215 South Olive Avenue,
Suite 201 |
|
|
| West
Palm Beach, Florida |
|
33401 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (604) 757-0952
(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 (see General Instruction A.2. below):
| ☐ |
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 |
| Common Shares |
|
AVX |
|
The Nasdaq Capital Market |
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.
EXPLANATORY
NOTE
As
previously reported by AVAX One Technology Ltd. (the “Company”) in a Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 19, 2026 (the “Initial Form 8-K”), on August 17, 2026, Chris Polimeni resigned from his
position as Chief Financial Officer of the Company. This Current Report on Form 8-K/A updates the Initial Form 8-K to provide additional
disclosure concerning Mr. Polimeni’s departure as Chief Financial Officer and the terms of his separation and consulting agreement
with he Company.
Except
as expressly set forth herein, this Current Report on Form 8-K/A does not amend the Initial Form 8-K in any way and does not modify or
update any other disclosures contained in the Initial Form 8-K. This Current Report on Form 8-K/A supplements the Initial Form 8-K and
should be read in conjunction with the Initial Form 8-K.
| Item 5.02. |
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
October 13, 2026, the Company and Mr. Polimeni entered into a separation and consulting agreement, effective as of August 18, 2026 (the
“Separation Agreement”), which provides for, among other things, Mr. Polimeni’s separation from the Company as Chief
Financial Officer and an associated separation payment, as well as the Company’s engagement of Mr. Polimeni as an independently
contracted consultant until March 31, 2027. In connection with services rendered under the Separation Agreement, Mr. Polimeni will receive
a monthly fee of $10,000 during the term thereof. The foregoing description of the Separation Agreement does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the full text of the Separation Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. |
Financial Statements
and Exhibits. |
(d)
Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Separation and Consulting Agreement, dated as of October 13, 2026, by and between the Company and Chris Polimeni. |
| |
|
|
| 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:
October 16, 2026 |
AVAX ONE TECHNOLOGY LTD. |
| |
|
|
| |
By: |
/s/
Peter Wylie Jr. |
| |
Name: |
Peter Wylie Jr. |
| |
Title: |
Interim Chief Executive
Officer |
