false
0001021917
0001021917
2026-03-31
2026-03-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
(Amendment
No.)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): March 31, 2026
AWAYSIS
CAPITAL, INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
000-21477 |
|
27-0514566 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
3400
Lakeside Dr, Suite 100, Miramar, Florida 33027
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (855) 795-3311
(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 exchange on which registered |
| N/A |
|
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 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 Agreement. |
On
March 31, 2026, Awaysis Capital, Inc. (the “Company”) issued a Promissory Note (the “Note”) to Narendra Kini,
the Chairman of the Company’s Board of Directors.
Pursuant
to the Note, the Company borrowed $50,000 from Dr. Kini, with the outstanding principal amount of the Note bearing interest at a rate
of 8% per annum. The Note is due and payable in full on or before May 15, 2026. The Note may be prepaid without penalty. The obligations
of the Company under the Note are unsecured and the Note is not convertible into equity securities of the Company.
In
addition, on January 2, 2026, the Company previously issued a promissory note to KiniConsult Inc., an affiliate of Dr. Kini, in the principal
amount of $20,000 (the “January Note”), which bears interest at a rate of 8% per annum and matures on May 15, 2026. The January
Note may be prepaid without penalty. The obligations of the Company under the January Note are unsecured and the January Note is not
convertible into equity securities of the Company.
The
foregoing descriptions of the Note and the January Note do not purport to be complete and are qualified in their entirety by reference
to the full text of such promissory notes, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
| 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 in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01. |
Financial Statements
and Exhibits. |
| Exhibit |
|
Description |
| 10.1 |
|
Promissory Note, dated March 31, 2026, between Awaysis Capital, Inc. and Narendra Kini. |
| |
|
|
| 10.2 |
|
Promissory Note, dated January 2, 2026, between Awaysis Capital, Inc. and KiniConsult Inc. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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 thereunto duly authorized.
| Date: April 9, 2026 |
|
| |
|
| |
AWAYSIS CAPITAL, INC. |
| |
|
|
| |
By: |
/s/ Andrew
Trumbach |
| |
Name: |
Andrew Trumbach |
| |
Title: |
Co-CEO and CFO |