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  4. [8-K] Fabric.AI, Inc. Reports Material Event

Fabric.AI (FABC) wins approval for major equity plan increase and triennial pay votes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Large expansion of equity incentive pool may be significantly dilutive: Stockholders approved increasing shares available under the Long-Term Incentive Plan by 4,600,000 to a total of 5,000,000, compared with 1,455,975 common shares outstanding as of the record date, meaning future awards could materially expand the share base.

Insights

Fabric.AI gained approval for a sharply larger equity plan, introducing notable potential dilution while confirming its executive pay vote cadence.

Stockholders authorized an increase of 4,600,000 shares for awards under Fabric.AI’s Long-Term Incentive Plan, taking the total pool to 5,000,000 shares. This is large compared with the 1,455,975 common shares outstanding as of the annual-meeting record date, so future grants could materially expand the share count.

All meeting proposals passed, and the board chose a three-year schedule for advisory votes on executive pay, next targeted for the 2032 annual meeting. The overall impact depends on how quickly the new share capacity is granted and whether performance conditions align issuance with value creation.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incentive plan increase 4,600,000 shares Additional common shares added to Long-Term Incentive Plan
Total plan pool 5,000,000 shares Aggregate common shares available under Long-Term Incentive Plan after amendment
Common shares outstanding 1,455,975 shares Common stock outstanding as of April 22, 2026 record date
Series I voting power 645,041 votes Votes for 7,000 Series I Preferred shares after limitations
Votes for Joshua Silverman 766,032 votes Director election support at 2026 annual meeting
Total voting power present 1,455,975 votes Votes represented in person or by proxy at annual meeting
Say-on-pay frequency choice Three years Board-selected interval for advisory votes on executive compensation
Long-Term Incentive Plan financial
"the Fabric.AI, Inc. Long-Term Incentive Plan, as amended (the “Incentive Plan”)"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
Convertible Preferred Stock financial
"Series H-6 Convertible Preferred Stock, par value $0.0001 per share"
Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.
beneficial ownership limitations regulatory
"after the application of the limitation on voting rights and the beneficial ownership limitations"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
Say on Frequency regulatory
"the advisory vote on the Say on Frequency Proposal"
advisory vote regulatory
"future advisory votes on the compensation of our named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
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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): June 18, 2026

 

Fabric.AI, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-34643   98-0204758

(State or other jurisdiction

of incorporation)

  

(Commission

File No.)

  

(IRS Employer

Identification No.)

 

Fabric.AI, Inc.

1185 Avenue of the Americas

New York, NY 10036

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: 512-994-4917

 

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
Common stock, par value $0.0001 per share   FABC   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.

 

Incentive Plan Amendment

 

On June 18, 2026, Fabric.AI, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Company’s Annual Meeting, the Company’s stockholders approved the fifth amendment (the “Incentive Plan Amendment”) to the Fabric.AI, Inc. Long-Term Incentive Plan, as amended (the “Incentive Plan”), to increase the aggregate number of shares of common stock, par value $0.0001 per share (the “Common Stock”), available for the grant of awards under the Incentive Plan by 4,600,000, to a total of 5,000,000 shares of Common Stock.

 

For more information about the Incentive Plan Amendment, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 1, 2026 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 18, 2026, the Company held the Annual Meeting. As of the close of business on April 22, 2026, the record date for the Annual Meeting, there were (i) 1,455,975 shares of Common Stock outstanding and entitled to an aggregate of 1,455,975 votes, (ii) 50 shares of Series H-6 Convertible Preferred Stock, par value $0.0001 per share (“Series H-6 Preferred Stock”), outstanding and entitled to an aggregate of 110 votes, (iii) 1,180 shares of Series H-7 Convertible Preferred Stock, par value $0.0001 per share (“Series H-7 Preferred Stock”), outstanding and entitled to an aggregate of 12,806 votes, and (iv) 7,000 shares of Series I Convertible Preferred Stock, par value $0.0001 per share (“Series I Preferred Stock”), outstanding and entitled to an aggregate of 645,041 votes after the application of the limitation on voting rights and the beneficial ownership limitations pursuant to the terms of the Series I Preferred Stock as set forth in the certificate of designations for the Series I Preferred Stock, in each case, constituting all of the eligible securities entitled to vote on the proposals described below. Holders of the Company’s Common Stock, Series H-6 Preferred Stock, Series H-7 Preferred Stock and Series I Preferred Stock with a total aggregate voting power of 1,455,975 votes were present in person or represented by proxy at the Annual Meeting.

 

At the Annual Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. Each proposal is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders. There were no broker-non-votes for any of the proposals presented at the Annual Meeting.

 

 

 

 

The final voting results are as follows:

 

1. Election of five directors to serve on the Company’s board of directors for a term of one year or until their successors are elected and qualified, for which the following are nominees: Joshua Silverman, Wayne R. Walker, Sebastian Giordano, Zvi Joseph, and Greg Schiffman:

 

Nominee  Votes For  Votes Withheld
Joshua Silverman  766,032  4,774
Wayne R. Walker  766,312  4,494
Sebastian Giordano  763,493  7,313
Zvi Joseph  763,471  7,335
Greg Schiffman  764,405  6,401

 

2. Approval of, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock (A) underlying (i) shares of Series K convertible preferred stock, par value $0.0001 per share (the “Series K Preferred Stock”) and warrants (the “Investor Warrants”) issued to investors pursuant to the terms of that certain Securities Purchase Agreement, dated as of April 27, 2026, by and among the Company and the investors party thereto, (ii) warrants issued pursuant to the terms of that certain engagement letter, dated April 23, 2026, between the Company and GP Nurmenkari Inc. (the “Placement Agent Warrants”), (iii) shares of Series J convertible preferred stock, par value $0.0001 per share (the “Series J Preferred Stock”), issued pursuant to that certain Joint Development and License Agreement, dated as of April 27, 2026, by and among the Company and Kopin Corporation (“Kopin”), (iv) warrants issued pursuant to the terms of that certain amended and restated consulting agreement, dated as of April 27, 2026, by and among the Company and JD Advisors, LLC (the “Consulting Warrants”), and (v) warrants issued pursuant to the terms of that certain omnibus waiver, consent, notice and amendment agreement, dated April 27, 2026, by and among the Company and the holders of Series H-7 Preferred Stock and Series I Preferred Stock (the “Waiver Warrants” and, together with the Investor Warrants, Placement Agent Warrants and Consulting Warrants, the “Warrants”), in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of such Series K Preferred Stock, Series J Preferred Stock and Warrants (including any issuance of shares of Common Stock upon the operation of anti-dilution provisions applicable to the Series K Preferred Stock, Series J Preferred Stock and Warrants in accordance with their terms):

 

For   Against   Abstain 
 749,771    16,235    4,800 

 

 

3. Ratification of the appointment of Stephano Slack LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

 

For   Against   Abstain 
 769,211    1,277    318 

 

 

4. Approval of the Incentive Plan Amendment, to increase the total number of shares of the Common Stock authorized for issuance under the Incentive Plan by 4,600,000, to a total of 5,000,000 shares:

 

For   Against   Abstain 
 746,560    23,549    697 

 

5. Approval of, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

 

For   Against   Abstain 
 752,517    15,779    2,510 

 

6. Approval of, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s named executive officers (the “Say on Frequency Proposal”):

 

Three Years   Two Years   One Year   Abstain 
 695,109    10,378    15,431    49,888 

 

 

 

 

7. Approval of a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the proposals presented at the Annual Meeting:

 

For   Against   Abstain 
 750,376    18,180    2,250 

 

The proposals described above were acted upon by the Company’s stockholders at the Annual Meeting. For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.

 

Say on Frequency

 

On June 25, 2026, the Company’s board of directors considered the outcome of the advisory vote on the Say on Frequency Proposal and determined that future advisory votes on the compensation of our named executive officers will be conducted every three years. The Company’s board of directors will re-evaluate this determination after the next stockholder advisory vote on the frequency of advisory votes on the compensation of our named executive officers (which will be at the 2032 Annual Meeting of Stockholders, unless presented earlier).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

   Description
10.1   Fifth Amendment to the Fabric.AI, Inc. Long-Term Incentive Plan
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.

 

  FABRIC.AI, INC.
     
Date: June 25, 2026 By: /s/ Joshua Silverman
    Joshua Silverman
    Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What equity plan change did Fabric.AI (FABC) stockholders approve at the 2026 annual meeting?

Stockholders approved a fifth amendment to the Long-Term Incentive Plan, increasing shares available for awards by 4,600,000 to a total pool of 5,000,000 common shares. This significantly enlarges the company’s capacity to grant stock-based compensation in future periods.

How many Fabric.AI (FABC) common shares were outstanding on the 2026 annual meeting record date?

As of the April 22, 2026 record date, Fabric.AI had 1,455,975 common shares outstanding, entitled to 1,455,975 votes. Additional voting power came from several series of preferred stock, which together formed the full eligible voting base for the annual meeting proposals.

What voting securities besides common stock participated in Fabric.AI’s 2026 annual meeting?

Voting securities included 50 shares of Series H-6 Preferred Stock with 110 votes, 1,180 shares of Series H-7 Preferred Stock with 12,806 votes, and 7,000 shares of Series I Preferred Stock with 645,041 votes after applicable limitations. These, plus common shares, comprised all eligible voting securities.

What say-on-pay frequency did the Fabric.AI (FABC) board adopt after the 2026 meeting?

On June 25, 2026, the board decided future advisory votes on named executive officer compensation will occur every three years. The board plans to re-evaluate this schedule after the next frequency-related stockholder advisory vote, expected at the 2032 annual meeting unless considered earlier.

Were Fabric.AI’s 2026 annual meeting proposals approved by stockholders?

Yes. All proposals described in the proxy statement, including director elections and the Long-Term Incentive Plan amendment, were approved. The company reported no broker non-votes for any proposal, and noted that the reported tallies represent the final voting results for the meeting.

Who were elected to the Fabric.AI (FABC) board at the 2026 annual meeting?

Stockholders elected Joshua Silverman, Wayne R. Walker, Sebastian Giordano, Zvi Joseph, and Greg Schiffman as directors. Vote totals for each nominee showed substantially more votes cast “for” than “withheld,” confirming continued stockholder support for the company’s existing board composition.

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