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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 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 |
