Micropolis AI Robotics extends $5.43M note to Jan. 2027

The amendment says no Trigger Event or Event of Default is deemed to result from the balance remaining unpaid on October 21, 2026, and adds no fee, premium or balance increase.

Rhea-AI Filing Summary

Micropolis AI Robotics (MCRP) extended the maturity of its $5,430,000 convertible promissory note with Streeterville Capital, LLC from October 21, 2026 to January 21, 2027. The amendment provides that no Trigger Event or Event of Default is deemed to have occurred because the outstanding balance was unpaid on October 21; the company paid or owes no fee, premium, increase in the outstanding balance, or other consideration for the amendment.

On October 22, 2026, the parties agreed to partition a new note with $10,000 in principal from the existing note and exchange it for 24,509 ordinary shares at $0.408 per share. The shares are subject to the note’s beneficial ownership limitation and exchange cap. The exchange is treated as an issuance of conversion shares under the Note, does not constitute a dilutive issuance, and does not give rise to an adjustment under the Warrant or Note; the company received no consideration other than surrender of the Partitioned Note.

Filing Explained

The filing says the exchange is not a “dilutive issuance” and causes no adjustment under the Note or Warrant. Separately, it provides for 24,509 ordinary shares to be issued for surrender of $10,000 in note principal; issuing additional shares increases the share count and reduces existing holders’ percentage ownership absent offsetting changes.

Key Figures

Original note principal: $5,430,000 Extended maturity date: January 21, 2027 Partitioned Note principal: $10,000 +2 more

5 metrics

Original note principal $5,430,000 Note issued August 21, 2025

Extended maturity date January 21, 2027 Extended from October 21, 2026

Partitioned Note principal $10,000 Partitioned from the existing Note for the exchange

Exchange shares 24,509 ordinary shares Exchanged for the Partitioned Note

Exchange price $0.408 per share Price for the exchange shares

Key Terms

convertible promissory note, beneficial ownership limitation, exchange cap, Section 3(a)(9)

4 terms

convertible promissory note financial

"a convertible promissory note in the original principal amount"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

beneficial ownership limitation regulatory

"subject to the beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

exchange cap financial

"and exchange cap applicable to shares issuable under the Note"

Section 3(a)(9) regulatory

"exemption from registration provided by Section 3(a)(9)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

FAQ

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

What is the new maturity date of MCRP’s Streeterville note?

The note’s maturity date was extended to January 21, 2027, from October 21, 2026. The amendment also states that no Trigger Event or Event of Default is deemed to have occurred because the balance was unpaid on October 21.

How many MCRP shares were exchanged for the partitioned note?

The $10,000 principal Partitioned Note was exchanged for 24,509 ordinary shares at an exchange price of $0.408 per share. The shares are subject to the beneficial ownership limitation and exchange cap applicable to shares issuable under the Note.

What registration exemption applies to the MCRP exchange shares?

The exchange shares are being issued in reliance on the Section 3(a)(9) exemption from registration under the Securities Act of 1933. No commission or other remuneration was paid for soliciting the exchange.

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

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/23/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/23/2026 - 05:00 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 001-42550

Micropolis AI Robotics

(Registrant’s Name)

Warehouse 1, Dar Alkhaleej Building

Dubai Production City, Dubai, UAE

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒          Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

As previously disclosed, on August 21, 2025, Micropolis AI Robotics (the “Company”) entered into a Securities Purchase Agreement with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company issued to the Investor (i) a convertible promissory note in the original principal amount of $5,430,000 (the “Note”) and (ii) a warrant to purchase ordinary shares of the Company, which warrant was amended on March 23, 2026 (as amended, the “Warrant”).

Amendment to Convertible Promissory Note

On October 21, 2026, the Company and the Investor entered into an Amendment to Convertible Promissory Note (the “Note Amendment”). Pursuant to the Note Amendment, among other things, the Maturity Date of the Note was extended from October 21, 2026 to January 21, 2027, and no Trigger Event or Event of Default shall be deemed to have occurred by reason of the outstanding balance not having been paid on October 21, 2026. No fee, premium, increase in the outstanding balance or other consideration was paid or is payable by the Company in connection with the Note Amendment. Except as expressly modified by the Note Amendment, the terms of the Note and the other transaction documents remain unchanged and in full force and effect.

Exchange Agreement

On October 22, 2026, the Company and the Investor entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the parties agreed to partition from the Note a new convertible promissory note in the principal amount of $10,000 (the “Partitioned Note”) and to exchange the Partitioned Note for 24,509 ordinary shares of the Company, par value $0.0001 per share (the “Exchange Shares”), at an exchange price of $0.408 per share. The Exchange Shares are being issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. No commission or other remuneration was paid for soliciting the exchange, and no consideration other than the surrender of the Partitioned Note was received by the Company. The exchange is treated as an issuance of conversion shares under the Note and does not constitute a dilutive issuance or give rise to any adjustment under the Warrant or the Note. The Exchange Shares are subject to the beneficial ownership limitation and exchange cap applicable to shares issuable under the Note.

The foregoing descriptions of the Note Amendment and the Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements

1

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, thereunto duly authorized.

	Micropolis AI Robotics
Date: October 23, 2026	By:	/s/ Fareed Aljawhari
	Name:	Fareed Aljawhari
	Title:	Chief Executive Officer and Director

2