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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): October 6, 2026
Brightline Interactive, Inc./NV
BRIGHTLINE
INTERACTIVE, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40556 |
|
81-2958271 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
21745 Red Rum Drive
Ashburn, VA 20147
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (703)-594-7496
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
BTLN |
|
The
Nasdaq Stock Market LLC |
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 Arrangements of
Certain Officers.
Director
Resignation
On
October 6, 2026, Brian Archer, a member of the Board of Directors (the “Board”) of Brightline Interactive, Inc. (the “Company”),
Chair of the Audit Committee of the Board and member of the Compensation Committee and Nominating and Corporate Governance Committee
of the Board, tendered his resignation to the Board effective as of the consummation of the Company’s 2026 annual meeting of shareholders
(the “Annual Meeting”). Mr. Archer will serve out the remainder of his term on the Board and committees until the close of
the Annual Meeting. Mr. Archer’s decision to resign was not related to any disagreement with the Company on any matter relating
to the Company’s operations, policies, or practices. The Board intends to appoint Mr. Archer’s successor no later than its
first meeting following the Annual Meeting.
CFO
Employment Agreement
As
previously disclosed, on June 1, 2026, the Board appointed William Keneally as the Company’s Chief Financial Officer. In connection
with Mr. Keneally’s appointment, on October 9, 2026, the Company entered into a consulting services agreement (the “Agreement”)
with CXO Partners (“CXO”). Pursuant to the Agreement, effective as of June 16, 2026 through February 15, 2027, the Company
will pay CXO a monthly fee of $15,000 for Chief Financial Officer services, which will be performed by Mr. Keneally.
Mr.
Keneally is not entitled to participate in the Company’s employee benefit plans. The agreement further provides that CXO may remove
or reassign personnel assigned to the engagement, subject to notice to the Company when practicable. Unless otherwise provided in the
applicable statement of work, either party may terminate the agreement without cause upon 60 days’ written notice. Either party
may also terminate the agreement for cause if the other party fails to cure identified nonperformance within 15 days after receiving
written notice. Upon termination, the Company must pay CXO for services performed and expenses incurred through the termination date.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Board
Reclassification
On October
13, 2026, the Board completed a process to reclassify the membership of the Board’s three director classes in order to achieve
a more equal appointment of membership among the three director classes. Accordingly, effective October 13, 2026, Major General Pete
Fesler, USA (Ret.), a member of the Board, was reclassified from a Class I Director (with a term expiring at the Company’s 2027
Annual Meeting of Stockholders), to a Class III Director (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders).
The reclassification of Mr. Fesler was effected solely for the purpose of achieving a more equal apportionment of membership among the
Board’s three classes of Directors.
Forward-Looking
Statements
This
report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “intends,” “will” and “may,”
or the negative thereof or other variations thereon or comparable terminology are used to identify forward-looking statements, although
not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs
on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that
actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s
actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well
as other sections, of its reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of
the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, except as required
by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Consulting Service Agreement, dated as of October 9, 2026 |
| 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 hereunto duly authorized.
| |
BRIGHTLINE
INTERACTIVE, INC. |
| |
|
| Date:
October 13, 2026 |
/s/
Tyler Gates |
| |
Name: |
Tyler
Gates |
| |
Title: |
President
and Chief Executive Officer |
