Fabric.AI, Inc. (FABC) SEC Filings

Fabric.AI, Inc., formerly StableX Technologies, is undergoing a strategic transformation from electric vehicles and digital assets to a fabless semiconductor model focused on AI data‑center infrastructure. In April 2026 it entered a Joint Development and License Agreement with Kopin to co-develop the Neural I/o MicroLED-based optical interconnect, recognizing a $17.24 million indefinite‑lived license intangible.

For the quarter ended June 30, 2026, Fabric.AI reported no revenue, operating expenses of $3.33 million, and a net loss of $12.48 million, with results heavily influenced by fair value changes including an $8.04 million loss on an anti-dilution liability. Six‑month operating cash outflow was $7.22 million. Liquidity improved through $21.5 million of Series K preferred financing and $5.03 million of warrant exercises, lifting total assets to $49.71 million and working capital by $23.05 million. Management states that, despite ongoing losses, these financings and the current plan alleviate prior substantial doubt about going concern. Legacy digital-asset holdings were fully sold and electric‑vehicle assets were divested.

FABRIC.AI, INC. reports that Alpha Capital Anstalt, a Liechtenstein entity, has filed an amended beneficial ownership report. Alpha Capital Anstalt beneficially owns 559,394 shares of common stock, representing 8.41% of the class, with sole voting and dispositive power over all such shares and no shared power.

The ownership percentage is calculated based on 6,653,912 shares outstanding as of July 1, 2026. A contractual 4.99% and 9.99% ownership restriction limits how many additional shares from Alpha Capital Anstalt’s other securities can be converted or exercised, so the reported aggregate amount reflects the maximum number of shares it can beneficially control without exceeding those caps.

Fabric.AI, Inc. reports that it has published a jointly authored white paper with Kopin Corporation titled “Optical Interconnects as a Critical Enabler for Next-Generation AI Infrastructure.” The paper argues that data movement, rather than compute, has become the primary constraint on large-scale AI infrastructure.

The companies describe a MicroLED-based optical interconnect architecture, part of the jointly developed Neural I/o™ platform, that uses hundreds to thousands of parallel channels to move data. According to the paper, this approach targets sub-picojoule-per-bit energy efficiency and a roadmap toward 20 Tb/s link bandwidth, potentially reducing data center power and cooling demands.

The company states that the press release describing the white paper, furnished as an exhibit, is provided under Regulation FD and is not deemed filed under the Exchange Act.

Fabric.AI, Inc., a fabless semiconductor company focused on optical interconnects for AI data centers, is registering for resale up to 187,197,294 shares of common stock. These include Conversion Shares from Series K preferred stock, Warrant Shares from multiple warrant series, and Dividend Shares tied to a 7% dividend on the preferred.

All sale proceeds go to the selling stockholders; Fabric.AI would receive cash only if warrants are exercised and plans to use any such proceeds for general corporate purposes. As of July 16, 2026 there were 6,653,912 shares outstanding; issuing the full registered amount would raise the share count by about 2,914%, substantially diluting existing holders. The securities feature floor-price and full-ratchet anti-dilution mechanics, beneficial ownership limits of 4.99% or 9.99%, and Triggering Event provisions that can increase dividend rates and enable forced redemptions or alternative conversion pricing.

Fabric.AI, Inc. has filed an amended resale registration covering up to 187,197,294 shares of common stock, including up to 9,912,244 Dividend Shares, for selling stockholders. The shares consist of Conversion Shares from Series K preferred stock, Warrant Shares from multiple warrant series, and Dividend Shares on the preferred stock.

The filing implements registration rights tied to an April 2026 $21.5 million private placement of Series K preferred and Investor Warrants and earlier Series H-7 preferred financings. As of July 16, 2026, only 6,653,912 common shares were outstanding, and the risk factors highlight that full issuance of all registered shares could raise outstanding shares by about 2,914%, causing substantial dilution and potential pressure on the trading price. Fabric.AI is a fabless semiconductor developer focused on optical interconnects for AI data centers, with its common stock listed on Nasdaq under the symbol FABC.

Fabric.AI, Inc. is registering up to 187,197,294 shares of its common stock for resale by selling stockholders. The registration covers Conversion Shares, Warrant Shares and Dividend Shares issued or issuable under recent private placements, warrants and amendments, and is being filed to satisfy multiple registration rights agreements.

The company will not receive proceeds from resales, although it would receive cash if any warrants are exercised for cash. The prospectus warns that full conversion/exercise could substantially dilute existing holders from 6,653,912 shares outstanding as of July 1, 2026. The filing describes investor protections, beneficial ownership limits (4.99% / 9.99%), dividend mechanics on Series K Preferred Shares (7% compounded quarterly) and various warrants (investor, placement agent, consultant, waiver, Series H-7) with differing exercise prices and terms.

Fabric.AI, Inc. expanded its equity compensation capacity after stockholders approved a fifth amendment to the company’s Long-Term Incentive Plan at the 2026 annual meeting. The amendment increases the shares of common stock available for awards by 4,600,000, bringing the total plan pool to 5,000,000 shares.

Stockholders also elected five directors and approved all other proposals described in the proxy statement, with no broker non-votes reported. In a separate decision, the board later set the frequency of future advisory votes on named executive officer compensation at every three years, with a re-evaluation planned after the 2032 annual meeting.

Fabric.AI, Inc. reported that Chief Financial Officer Joseph W. Ramelli received a grant of employee stock options. He was awarded options covering 50,000 shares of common stock at an exercise price of $3.70 per share, expiring on June 18, 2036.

These options vest in four equal 25% installments: 25% vested on the grant date, and 25% will vest on each of June 30, 2026, September 30, 2026, and December 31, 2026, as long as he continues working for or providing services to the company on each vesting date.