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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): May 13, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously disclosed, on September 19, 2025, Global AI, Inc. (the “Company”) and Darko Horvat, the Company’s Chief
Executive Officer and Chairman of the Board and a significant stockholder of the Company, entered into an Executive Employment Agreement
(the “Horvat Agreement”), effective as of September 1, 2025. Pursuant to the terms of the Horvat Agreement, the Company agreed
to pay Mr. Horvat an initial annual base salary of $650,000. Mr. Horvat was also eligible for annual incentive compensation targeted
at 50% of base salary, subject to performance against key performance indicators established by the Board of Directors.
The
Horvat Agreement also provided for equity incentives, including:
| |
● |
Time-based
stock option grant equal to 2.5% of outstanding equity, vesting over four years with a one-year cliff; |
| |
● |
Milestone-based
stock option grant equal to 2.5% of outstanding equity, vesting over four years upon achievement of performance milestones; and |
| |
● |
Market
capitalization restricted stock unit milestone grants, with awards valued at $18.75 million to $37.5 million upon achievement of
certain market capitalization thresholds, subject to Board approval and liquidity conditions. |
In
addition, Mr. Horvat was entitled to a sale bonus equal to 1% of enterprise value upon consummation of a qualifying change of control
transaction with a pre-determined enterprise value.
Shortly
after entering into the Horvat Agreement, the Company and Mr. Horvat determined that they wished to terminate the Horvat Agreement, although
Mr. Horvat would continue to serve as a non-employee Chief Executive Officer. The Company and Mr. Horvat memorialized this understanding
in the Termination and Release Agreement, dated as of May 13, 2026, by and between the Company and Mr. Horvat (the “Termination
Agreement”). Pursuant to the Termination Agreement, the termination of the Horvat Agreement was deemed effective as of September
19, 2025.
Mr.
Horvat continued to serve as Chief Executive Officer following termination of the Horvat Agreement and entry into the Termination Agreement.
The
foregoing description of the Termination Agreement is qualified in its entirety by reference to the complete terms and conditions of
the Termination 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 5.02.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Termination and Release Agreement, dated as of May 13, 2026, by and between the registrant and Darko Horvat. |
| 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:
May 19, 2026 |
By: |
/s/
Darko Horvat |
| |
Name:
|
Darko
Horvat |
| |
Title: |
Chief
Executive Officer |
