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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 6, 2026
BALANCE
LABS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
333-202959 |
|
47-1146785 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
407
Lincoln Road, Suite 9F
Miami
Beach, Florida 33139
(Address
of Principal Executive Offices)
(305)
907-7600
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K 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: |
| None |
|
None |
|
None |
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers.
On
February 6, 2026, the Board of Directors (the “Board”) of Balance Labs, Inc., a Delaware corporation (the “Company”)
appointed Alexander Farkas as President and Chief Operating Officer (“President and Chief Operating Officer”) of the Company,
effective February 9, 2026 (the “Effective Date”).
Mr.
Farkas, 24, began his career working with Blink Charging (Nasdaq: BLNK), assisting with EV charger design, sales and deployment. He later
served in the Special Forces Engineering Division of the Israel Defense Forces, gaining technical and operational experience that informs
his approach to structured, rules-based business operations. Following his military service, Mr. Farkas founded a private investment
fund and subsequently became a registered representative at Farkas Capital, a licensed broker/dealer, where he gained exposure to capital
markets and digital assets. During this period he also raised capital for NextNRG’s (Nasdaq: NXXT) solar-energy projects, adding
to his experience in emerging-technology infrastructure and capital formation. Mr. Farkas’s background in energy systems, early-stage
investing, and digital-asset markets aligns with the Company’s mission to operate a disciplined, transparent, multi-line digital-asset
operating business.
In
connection with his appointment, the Company and Mr. Farkas executed an offer letter (the “President Offer Letter”), effective
as of the Effective Date, that provides for the following material terms.
Under
the terms of the President Offer Letter, Mr. Farkas is eligible to receive an annual base salary of $120,000. In addition, Upon meeting
pre-determined annual Key Performance Indicators (“KPIs”), Mr. Farkas will have a target bonus of 65% of his base salary
and be eligible to receive a bonus amount of up to 125% of his then current base salary. Mr. Farkas will be able to elect to receive
his bonus in shares of the Company’s common stock.
The
employment of Mr. Farkas under the President Offer Letter has an initial term of two years and will automatically renew for successive
two-year terms unless the Company provides at least 30 days’ written notice that the Company wishes to terminate the employment.
In the event of a termination by the Company for Cause, as defined in the President Offer Letter, the Company may by written notice immediately
terminate the employment and, in that event, the Company shall be obligated only to pay the compensation due to Mr. Farkas up to the
date of termination. Upon Termination Without Cause by the Company or for Good Reason, as defined in the President Offer Letter, by Mr.
Farkas, the Company will (i) continue payment of the Base Salary for 3 months and (ii) Mr. Farkas will be entitled to COBRA benefits
until the earlier of (x) 3 months from the end of the month in which the employment was terminated or (y) eligibility for benefits with
another employer.
Mr.
Farkas will be bound by standard restrictive covenants under the President Offer Letter, including, among other terms, non-competition
obligations.
Mr.
Farkas is the son of Michael Farkas, the Chairman of the Board of the Company.
The
foregoing description of the President Offer Letter is subject to and qualified in its entirety by reference to the full text of the
President Offer Letter, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
President Offer Letter, executed February 6, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded as 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 hereunto duly authorized.
| |
BALANCE
LABS, INC. |
| |
|
|
| Date:
February 11, 2026 |
By: |
/s/
Alan Campbell |
| |
Name: |
Alan
Campbell |
| |
Title: |
Chief
Executive Officer |
