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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): February 5, 2026
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
1.01. Entry into a Material Definitive Agreement.
Securities
Purchase Agreement - Note and Warrant
On
February 5, 2026 (the “Subscription Date”), Ludwig Enterprises, Inc. (the “Company”) entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (the “Investor”) pursuant to which, among
other things, the Company issued to the Investor (i) a convertible promissory note in the original principal amount of $250,000 (the
“Note”) and (ii) a common stock purchase warrant (the “Warrant,” and together with the Note and the Purchase
Agreement, the “Transaction Documents”). The Note was issued with original issue discount.
The
Note has a maturity date of May 4, 2026 (the “Maturity Date”). The Note provides that, at any time on or after the Event
of Default Right Commencement Date (as defined in the Note), the Investor may convert all or a portion of the then-outstanding conversion
amount into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a conversion
price equal to 70% of the lowest traded price of the Common Stock during the 20 business days immediately prior to delivery of a conversion
notice, subject to adjustment as provided in the Note. From and after the occurrence and during the continuance of an event of default,
default interest accrues at the default interest rate, and the Company may also be required to redeem amounts under the Note upon an
event of default, in each case as set forth in the Note.
The
Warrant is exercisable for up to 4,166,667 shares of Common Stock at an exercise price of $0.06 per share. The Warrant is exercisable
at any time on or after February 5, 2026 and expires at 5:00 p.m. (New York City time) on the five-year anniversary of the initial exercise
date, subject to customary adjustment provisions and other terms set forth therein.
The
foregoing descriptions above are only a summary of the material provisions of the Note, the Purchase Agreement, and the Warrant and are
each qualified in their entirety by reference to the copies of the Note, the Warrant, and the Purchase Agreement, which are filed as
Exhibits 4.1, 4.2, and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference thereto.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
As
described above, on February 5, 2026, the Company issued the Note to the Investor, creating a direct financial obligation of the Company.
The Note has an original principal amount of $250,000 and matures on May 4, 2026. On the Maturity Date, the Company is required to pay
the outstanding amounts under the Note in cash as set forth in the Note. The Note includes provisions relating to default interest, events
of default, redemption in certain circumstances, and conversion into Common Stock on and after the Event of Default Right Commencement
Date, in each case as provided in the Note.
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 by reference into this Item 3.02.
In
connection with the transactions described in Item 1.01, the Company issued to the Investor the Note and the Warrant, and the shares
of Common Stock issuable upon conversion of the Note and/or exercise of the Warrant. The foregoing securities were offered and sold in
a transaction not involving a public offering, and were not registered under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
thereunder. No commissions were paid in connection with the issuance of the securities described above.
The
securities described above have not been registered under the Securities Act or any state securities laws and 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.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Convertible Promissory Note, dated February 5, 2026, by and between Company and Alumni Capital LP |
| 4.2 |
|
Form of Common Stock Purchase Warrant, dated February 5, 2026 |
| 10.1 |
|
Securities Purchase Agreement, dated February 5, 2026, by and between the Company and Alumni Capital LP |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 11, 2026 |
|
|
| |
|
|
| |
LUDWIG ENTERPRISES,
INC. |
| |
|
|
| |
By: |
/s/
Scott J. Silverman |
| |
|
Scott J. Silverman |
| |
|
Chief Financial Officer |
