What price did Global AI (GLAI) receive per share in its sale to KSY Capital Investments?

The shares were sold at $2.00 per share. KSY Capital Investments, Inc. agreed to purchase 250,000 Class A shares for a total of $500,000 under the Subscription Agreement dated and closed on July 9, 2026.

Was Global AI’s (GLAI) July 2026 share issuance registered with the SEC?

No, the issuance was an unregistered sale of equity securities. Global AI relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D for a transaction not involving any public offering.

What investor participated in Global AI’s (GLAI) unregistered share sale and what was its status?

The investor was KSY Capital Investments, Inc., which represented that it is an “accredited investor” under Regulation D. This status supports reliance on the Section 4(a)(2) and/or Rule 506 exemptions for non-public offerings.

Global AI issues $500K of Class A common stock

Q: What stock transaction did Global AI, Inc. (GLAI) complete on July 9, 2026?

Global AI, Inc. sold 250,000 shares of its Class A common stock to KSY Capital Investments, Inc. for an aggregate purchase price of $500,000, equal to $2.00 per share, under a Subscription Agreement that closed on July 9, 2026.

Q: When did Global AI (GLAI) issue the new Class A shares to KSY Capital Investments?

Global AI issued the 250,000 Class A shares on July 9, 2026. The Subscription Agreement with KSY Capital Investments, Inc. was executed and the share purchase closed on the same date, so issuance and closing occurred concurrently.

Q: What restrictions apply to the Global AI (GLAI) shares sold to KSY Capital Investments?

The shares are restricted securities that may not be offered or sold in the United States without registration or an applicable exemption, reflecting their issuance under Section 4(a)(2) and/or Rule 506 for a non-public offering.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Global AI, Inc. entered into a Subscription Agreement with KSY Capital Investments, Inc. on July 9, 2026, under which Global AI agreed to sell, and KSY agreed to purchase, 250,000 shares of Class A common stock for an aggregate price of $500,000, or $2.00 per share. The agreement includes customary representations and warranties, and the transaction closed the same day, with the shares issued on July 9, 2026.

The company characterizes this transaction as an unregistered sale of equity securities relying on exemptions from Securities Act registration under Section 4(a)(2) and/or Rule 506 of Regulation D for transactions not involving any public offering. KSY represented that it is an “accredited investor,” and the shares are restricted securities that cannot be offered or sold in the United States without registration or an applicable exemption.

Filing Explained

The completed issuance increases the share count and reduces existing holders’ percentage ownership; the filing does not quantify the resulting dilution.

The completed issuance increases the total share count and therefore reduces existing holders’ percentage ownership, absent offsetting changes.

Because the filing does not state the post-issuance total share count, it does not establish the percentage-point dilution for any existing holder.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares Issued: 250,000 shares Aggregate Purchase Price: $500,000 Purchase Price per Share: $2.00 per share +1 more

4 metrics

Shares Issued 250,000 shares Class A common stock sold to KSY Capital Investments, Inc.

Aggregate Purchase Price $500,000 Total consideration for 250,000 Class A common shares

Purchase Price per Share $2.00 per share Price of Class A common stock in the Subscription Agreement

Transaction Date July 9, 2026 Date the Subscription Agreement was signed, closed and shares issued

Key Terms

Subscription Agreement, Unregistered Sales of Equity Securities, Section 4(a)(2) of the Securities Act of 1933, Rule 506 of Regulation D, +1 more

5 terms

Subscription Agreement financial

"entered into a Subscription Agreement (the “KSY Agreement”)"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Unregistered Sales of Equity Securities regulatory

"The issuance of the shares described above was made as Unregistered Sales of Equity Securities"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933"

Rule 506 of Regulation D regulatory

"and/or Rule 506 of Regulation D promulgated thereunder for transactions by an issuer"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

accredited investor regulatory

"KSY represented that it is an “accredited investor” within the meaning of Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stock transaction did Global AI, Inc. (GLAI) complete on July 9, 2026?

Global AI, Inc. sold 250,000 shares of its Class A common stock to KSY Capital Investments, Inc. for an aggregate purchase price of $500,000, equal to $2.00 per share, under a Subscription Agreement that closed on July 9, 2026.

When did Global AI (GLAI) issue the new Class A shares to KSY Capital Investments?

Global AI issued the 250,000 Class A shares on July 9, 2026. The Subscription Agreement with KSY Capital Investments, Inc. was executed and the share purchase closed on the same date, so issuance and closing occurred concurrently.

What restrictions apply to the Global AI (GLAI) shares sold to KSY Capital Investments?

The shares are restricted securities that may not be offered or sold in the United States without registration or an applicable exemption, reflecting their issuance under Section 4(a)(2) and/or Rule 506 for a non-public offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/15/2026 - 05:40 PM EDT

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 9, 2026

GLOBAL AI, INC.

(Exact name of registrant as specified in its charter)

Nevada

333-163439

26-4170100

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

110 Front Street, Suite 300, Jupiter, FL 33477

(Address of principal executive offices) (Zip code)

(561) 240-0333

(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 9, 2026, Global AI, Inc. (the “Company”) and KSY Capital Investments, Inc (“KSY”) entered into a Subscription Agreement (the “KSY Agreement”), pursuant to which the Company agreed to sell, and KSY agreed to purchase, 250,000 shares of the Company’s Class A common stock for an aggregate purchase price of $500,000, representing a purchase price of $2.00 per share.

The KSY Agreement contains customary representations and warranties for a transaction of this type.

The share purchase closed on July 9, 2026, and the Company issued 250,000 shares of the Company’s Class A common stock on July 9, 2026

The foregoing description of the KSY Agreement is qualified in its entirety by reference to the complete terms and conditions of the KSY 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 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference.

The issuance of the shares described above was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder for transactions by an issuer not involving any public offering. KSY represented that it is an “accredited investor” within the meaning of Regulation D, and the shares may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Subscription Agreement, dated as of July 9, 2026, by and between the registrant and KSY Capital Investments, Inc.
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.

	GLOBAL AI, INC.

Dated: July 15, 2026	By:	/s/ Darko Horvat
	Name:	Darko Horvat
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 88.2 KB