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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): July 22, 2026
CRISP
MOMENTUM INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-24520 |
|
04-3021770 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
250
Park Avenue, 7th
Floor, New
York, NY
10177
(Address
of principal executive offices) (Zip code)
(305)
351-9195
(Registrant’s
telephone number, including area code)
N/A
(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.)
| ☐ |
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 |
| 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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 Definitive Agreement.
On
July 22, 2026, Crisp Momentum Inc. (the “Company”) entered into a Loan Assignment and Share Repurchase Agreement (the “Assignment
and Repurchase Agreement”), dated as of July 22, 2026, by and between the Company and Partum AG (“Partum”).
The
Company and Nexvers Co., Ltd. (“Nexvers”) previously entered into a Loan Agreement dated November 13, 2025 (the “Loan
Agreement”), pursuant to which the Company made a term loan to Nexvers in an aggregate principal amount of up to $3,000,000 (the
“Loan”), evidenced by a promissory note dated November 13, 2025 (the “Note” and together with the Loan Agreement,
the “Loan Documents”), and pursuant to which advances under the Loan Agreement were made by the Company to Nexvers in an
aggregate principal amount of $1,700,000. Nexvers previously made partial repayments of the Loan in an aggregate amount of $200,000,
leaving outstanding obligations under the Loan Documents consisting of an outstanding principal balance of $1,500,000 and certain accrued
and unpaid interest thereon (together, the “Outstanding Loan Obligations”).
Pursuant
to the terms of the Assignment and Repurchase Agreement, the Company agreed to assign to Partum all of the Company’s right, title,
and interest in, to and under the Loan Documents (the “Assignment”), such that Partum would be the sole lender and holder
of the Loan Documents following the Assignment. Prior to closing of the Assignment, Partum held 20,000,000 shares of the Company’s
common stock (the “Shares”). In consideration for the Assignment and subject to the terms of the Assignment and Repurchase
Agreement, Partum agreed to transfer the Shares to the Company.
The
Assignment and Repurchase Agreement contains customary representations, warranties and covenants for a transaction of this type.
The
Assignment closed on July 22, 2026, and Partum transferred the Shares to the Company on July 22, 2026.
The
foregoing description of the Assignment and Repurchase Agreement is qualified in its entirety by reference to the complete terms and
conditions of the Assignment and Repurchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and
is incorporated by reference into this Item 1.01.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Loan Assignment and Share Repurchase Agreement, dated as of July 22, 2026, by and between the registrant and Partum AG. |
| 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.
| |
CRISP
MOMENTUM INC. |
| |
|
|
| Date:
July 23, 2026 |
By: |
/s/
Ana Rita Coelho |
| |
Name:
|
Ana
Rita Coelho |
| |
Title: |
Interim
Chief Executive Officer |
