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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 2, 2026
DALRADA TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
| wyoming |
000-12641 |
38-3713274 |
| (State or other jurisdiction of |
(Commission File |
(IRS Employer Identification No.) |
| incorporation) |
Number) |
|
| |
|
|
| 600 La Terraza Blvd., Escondido, California |
92025 |
| (Address of principal executive offices) |
(Zip Code) |
(858) 283-1253
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:
| ☐ |
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 (§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 Definitive Agreement. |
| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously reported in the Current Report on
Form 8-K filed by Dalrada Technology Group, Inc. (the “Company”) on September 22, 2026 (the “Prior 8-K”), effective
as of December 31, 2025, Genefic, Inc. (“Genefic”), a wholly owned subsidiary of the Company, together with certain of Genefic’s
affiliates and subsidiaries, entered into (i) a Master Performance Standby Letter of Credit and Guaranty Agreement (the “MGA”)
with IBS Equity Fund III, LLC (“IBS Fund III”) and (ii) a Master Credit, Security, and Account Purchase Agreement (the “MCSPA”)
with IBS Private Credit Fund IV, LLC (“IBS Fund IV” and, together with IBS Fund III, “IBS”), together with related
guaranties, a stock and unit pledge agreement, a deposit account control agreement, a secured promissory note, a mutual collateral transfer
consent and offset agreement and a pre-funded warrant (collectively, the “Financing Documents”). The Company was a corporate
guarantor and pledgor under the Financing Documents, and Brian Bonar, the Company’s Chief Executive Officer and Chairman, was a
personal guarantor. As disclosed in the Prior 8-K, IBS did not provide any funding to the Company, Genefic or any of their respective
subsidiaries under the Financing Documents, and in September 2026 IBS delivered notices asserting events of default and demanding payment
of approximately $1,162,246 in fees, charges and other amounts (the “IBS Notices”), which the Company disputed.
On October 2, 2026, the Company, Genefic and its
subsidiaries party to the Financing Documents, Mr. Bonar, IBS Fund III and IBS Fund IV entered into a Settlement Agreement and Mutual
Release (the “Settlement Agreement”). Under the Settlement Agreement, the Company paid IBS a single lump-sum settlement amount
of $20,000 (the “Settlement Amount”), and the closing of the settlement occurred on October 2, 2026 upon IBS’s receipt
of the Settlement Amount in cleared funds (the “Closing”). The Settlement Amount is the sole and entire consideration payable
by the Company, Genefic, their subsidiaries or Mr. Bonar in respect of the Financing Documents and the IBS Notices, and is inclusive of
all fees, charges, costs, expenses, early termination, redemption and other amounts asserted by IBS.
Effective at the Closing: (i) the MGA, the MCSPA
and all other Financing Documents terminated and all obligations thereunder were discharged, and no funding commitment survives; (ii)
the secured promissory note was cancelled and deemed paid and satisfied in full; (iii) the pre-funded warrant, including all additional
purchase and redemption rights thereunder, was cancelled and extinguished, and IBS confirmed that it holds no shares, warrants, options
or other equity or purchase rights in the Company or any of its subsidiaries; (iv) the Company’s corporate guaranty, Mr. Bonar’s
personal guaranty, the stock and unit pledge agreement and the deposit account control agreement were terminated and released; (v) all
liens, security interests, pledges and account-control rights granted to or asserted by IBS in the assets, accounts and equity interests
of the Company and its subsidiaries were released, and IBS authorized the filing of termination statements with respect to its financing
statement of record; and (vi) the IBS Notices, and every event of default, acceleration, demand, deadline, audit and records requirement
and enforcement step asserted in them, were withdrawn, rescinded and of no force or effect.
The Settlement Agreement contains mutual general
releases by the Company, Genefic, their subsidiaries and Mr. Bonar, on the one hand, and IBS, on the other hand, of all claims arising
out of or relating to the Financing Documents, the IBS Notices and the parties’ commercial relationship, subject to customary exclusions
for obligations under the Settlement Agreement itself. IBS agreed to deliver termination and release notices to the depository banks party
to the deposit account control agreement, to return or cancel original instruments and any collateral in its possession, to close the
related account and portal access, and to return or destroy the Company’s confidential information. The Settlement Agreement also
contains customary confidentiality, mutual non-disparagement and non-admission provisions; it compromises disputed claims and does not
constitute an admission by any party of any default, liability or wrongdoing. Each party bears its own attorneys’ fees and expenses.
The Settlement Agreement is governed by Florida law.
Following the Closing, no amounts remain owing
by the Company or any of its subsidiaries to IBS, no indebtedness, guaranty, lien or equity right in favor of IBS remains outstanding,
and the Company has no further relationship with IBS. On October 5, 2026, IBS delivered to the Company written confirmation of its receipt
of the Settlement Amount, the withdrawal of the IBS Notices, the termination of the Financing Documents, the release of its security interests
and the closure of the related account, and a termination statement was filed with the Wyoming Secretary of State with respect to IBS’s
financing statement of record.
The foregoing description of the Settlement Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Prior 8-K reported, under Item 2.04, the IBS
Notices and IBS’s demand for payment of approximately $1,162,246. As a result of the Settlement Agreement and the Closing described
in Item 1.02 of this Current Report, the IBS Notices have been withdrawn, the asserted events of default and acceleration are of no force
or effect, and the Company’s and its subsidiaries’ obligations in respect of the amounts demanded have been fully and finally
resolved for the $20,000 Settlement Amount. Dalrada and IBS have amicably resolved their commercial differences concerning Project RX
and mutually concluded the financing relationship through a settlement providing for mutual releases without an admission of liability.
The resolution permits each party to move forward independently.
Forward-Looking Statements
This Current Report on Form 8-K 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, including statements regarding the effects of the Settlement Agreement, the completion of post-closing deliveries
by IBS, including the delivery of bank release notices, the return of original instruments and the filing of financing statement terminations,
and the Company’s expectation that it has no further obligations to IBS. These statements are based on current expectations and
are subject to risks and uncertainties, including the risk that a party does not perform its post-closing obligations under the Settlement
Agreement, and other risks described in the Company’s filings with the Securities and Exchange Commission. Actual results may differ
materially from those expressed or implied in the forward-looking statements. The Company undertakes no obligation to update any forward-looking
statement, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1* |
Settlement Agreement and Mutual Release, dated as of October 2, 2026, by and among IBS Equity Fund III, LLC, IBS Private Credit Fund IV, LLC, Dalrada Technology Group, Inc., Genefic, Inc., Genefic Holdings 1, Inc., Genefic Holdings 2, Inc., Genefic RX DX, Inc., Boost Diagnostics, Inc., IV Services, LLC d/b/a Genefic Infusion RX, Genefic Specialty RX, Inc. d/b/a Genefic Specialty Pharmacy, and Brian Bonar. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. Certain identified information, including bank account and wire instructions, has been redacted
pursuant to Item 601(a)(6) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to
the Securities and Exchange Commission upon request.
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.
Dalrada Technology Group, Inc.
By: /s/ Brian Bonar
Name: Brian Bonar
Title: Chief Executive Officer and Chairman
Date: October 7, 2026
