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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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):
September 26, 2025
Ludwig Enterprises, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
333-271439 |
|
61-1133438 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
|
(IRS Employer
Identification Number) |
8950 SW 74th Ct Ste 2201-A149
Miami, FL |
|
33156 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
786-363-0136
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the F4orm 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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ☐ |
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 |
| None |
|
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.
Appointment of Interim Chief Executive Officer
On October 1, 2025, the Board of
Directors (the “Board”) of Ludwig Enterprises, Inc., a Nevada corporation (the “Company”)
appointed Jose Antonio Reyes to serve as the Company’s Interim Chief Executive Officer. Mr. Reyes currently serves as the
Senior Head of Global Business Development and will continue in that role as well.
Mr. Reyes served as our Chief Executive Officer
between August 2024 and April 2025. Prior to becoming our CEO, Mr. Reyes served as our COO from February 2023 until taking over as our
CEO. From 2017 through 2023, Mr. Reyes served as Director of Executive Relations & Business Development for BlockScience, Inc., where
his duties included overseeing the development of internal communications, hiring, monitoring and quality control systems. Mr. Reyes has
over 30 years of leadership experience across national and international markets. Previously, Mr. Reyes co-founded and led IGM Global
Inc., an executive education media company that provides insights into disruptive technologies and their industry impacts. He also founded
Excelorators, Inc., offering corporate leadership development programs at prestigious institutions such as Harvard, MIT, Stanford, and
West Point. Additionally, he was the Chief Strategy Officer for Trademark Tours, which specializes in private hospitality and customized
education services at Harvard University. Reyes holds an MA in Communication and Media Studies and an MA in Biblical Studies from Regent
University, along with a BA in Public Policy-Telecommunications from Duke University.
As of the date of filing of this Current Report
on Form 8-K, the Company has not entered into any compensatory agreements, arrangements or understandings in connection with
Mr. Reyes’s appointment as Interim Chief Executive Officer. The Company’s Compensation Committee is expected to review
and consider appropriate compensation for Mr. Reyes’s Interim Chief Executive Officer role in due course and, to the
extent any such compensatory arrangements are made in connection with Mr. Reyes’s appointment as Interim Chief Executive
Officer, the Company will file an amendment to this Current Report on Form 8-K to include the information required by Item 5.02(c)(3)
of Form 8-K.
There are no arrangements or understandings between
Mr. Reyes and any other persons pursuant to which he was appointed as Interim Chief Executive Officer. In addition, there are
no family relationships between Mr. Reyes and any other director or executive officer of the Company, and Mr. Reyes
has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: October 1, 2025. |
|
|
| |
LUDWIG ENTERPRISES, INC. |
| |
|
|
| |
By: |
/s/ Scott J. Silverman |
| |
|
Scott J. Silverman |
| |
|
Chief Financial Officer |
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