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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): November 6, 2026
M2I
GLOBAL, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
333-229748 |
|
37-1904036 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Doug
Cole
M2i
Global, Inc.
885
Tahoe Blvd.
Incline
Village, NV 89451
(775)
909-6000
(Address,
including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Office)
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. below):
| ☐ |
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Membership
Interest Purchase Agreement.
On
November 6, 2026, M2i Global, Inc., a Nevada corporation (the “Company”), entered into a Membership Interest Purchase Agreement
(the “Purchase Agreement”) with Happy Growth Group Limited, a British Virgin Islands company (the “Seller”),
Graphex Group Limited, a Cayman Islands company with limited liability and the parent of the Seller (“Graphex Group”), and
Graphex Technologies LLC, a Delaware limited liability company and a wholly owned subsidiary of the Seller (“GTL”). Under
the Purchase Agreement, the Company agreed to acquire from the Seller all 100 outstanding limited liability company units of GTL (the
“Units”), representing 100% of the outstanding limited liability company interests of GTL, free and clear of all encumbrances
other than restrictions imposed by applicable securities laws. GTL is engaged in the development, manufacturing and sale of graphene
products in North America.
The
aggregate purchase price for the Units is $100,000,000 (the “Purchase Price”), payable to the Seller in three tranches through
a combination of cash, evidenced by the Note described below, and shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”), as follows: (a) Tranche 1. At the closing of the acquisition of the Units (the “Closing”),
$30,000,000, consisting of (i) $3,000,000 payable in cash by way of the Note and (ii) $27,000,000 payable in 9,000,000 shares of Common
Stock valued at $3.00 per share (the “Tranche 1 Shares”); (b) Tranche 2. $30,000,000, payable in 10,000,000 shares
of Common Stock valued at $3.00 per share (the “Tranche 2 Shares”), upon the Company’s acceptance (which may not be
unreasonably withheld, delayed or conditioned) of a basic design, to be delivered by the Seller, for a natural graphite anode material
production plant with a capacity of 50,000 metric tons per year to be built in the United States at a site designated by the Company
(the “Plant”); and (c) Tranche 3. $40,000,000, payable in shares of Common Stock valued at $4.00 per share (the “Tranche
3 Shares” and, together with the Tranche 1 Shares and the Tranche 2 Shares, the “Consideration Shares”), upon a certificate
of completion of construction of the Plant and approval of production, which the Purchase Agreement contemplates may occur within approximately
36 months after delivery of the basic design.
Guaranty.
All obligations of the Company under the Note described below, including payment of principal, will be unconditionally guaranteed by
GTL pursuant to a guaranty attached as Exhibit A to the Note (the “Guaranty”), for the benefit of the Seller and any other
holder of the Note. The Guaranty is a guaranty of payment and not merely of collectability, covering the due and punctual payment and
performance of all of the Company’s obligations under the Note (including any amendments, extensions and replacements thereof)
and all expenses of enforcement, including reasonable attorneys’ fees, and may be enforced against GTL immediately upon the Company’s
failure to pay or perform its obligations under the Note. GTL has waived presentment, demand, protest, notice of dishonor and other notices,
and has consented to amendments, extensions and replacements of the Note and to dealings with any collateral securing the Note (including
the pledge of the limited liability company interests in GTL) without notice or further consent. The Guaranty terminates upon payment
in full of the principal due under the Note.
Registration
Rights. The Company must file a resale registration statement covering each issuance of Consideration Shares within 60 days after
the applicable issuance date and use commercially reasonable efforts to cause it to become effective within 90 days after filing (or
120 days after filing if the SEC reviews and comments on the registration statement). The Company has also granted the Seller piggyback
registration rights for Consideration Shares that are not covered by an effective registration statement and are not eligible for resale
under Rule 144 without volume or current public information restrictions. In addition, twelve months after each issuance of Consideration
Shares, the Company must take all reasonable steps to remove the restrictions on those shares.
Share
Reserve and Listing. Until all Consideration Shares have been issued, the Company must reserve a sufficient number of authorized
but unissued shares of Common Stock to issue them and, if its authorized shares become insufficient, must within ten business days take
all corporate action necessary to increase its authorized shares, including seeking any required stockholder approval. The Company must
also use reasonable best efforts to maintain the quotation of the Common Stock on the OTCQB market (or a listing on a national securities
exchange) until the last tranche of Consideration Shares is issued.
Representations,
Covenants and Indemnification. The Purchase Agreement contains customary representations, warranties and covenants of the parties,
including covenants regarding the conduct of GTL’s business before the Closing and the preparation, with the cooperation of the
Seller and Graphex Group, of audited financial statements of GTL and pro forma financial information to the extent required by Regulation
S-X. Representations and warranties generally survive for 18 months after the Closing, while fundamental and tax representations survive
until 60 days after the expiration of the applicable statute of limitations and environmental representations survive for three years.
The Seller and Graphex Group are jointly and severally obligated to indemnify the Company for, among other things, breaches of their
representations, warranties and covenants, pre-Closing taxes of GTL and undisclosed indebtedness of GTL, and the Company is obligated
to indemnify the Seller and Graphex Group for breaches of its representations, warranties and covenants and for the operation of GTL
after the Closing. Indemnification for breaches of non-fundamental representations is subject to a $35,000 deductible and a cap.
Closing
Conditions and Termination. The obligations of the parties to complete the Closing are subject to (i) approval of the Purchase Agreement
and the transactions contemplated by it by the shareholders of Graphex Group in compliance with the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited, which has been satisfied, and (ii) the Common Stock remaining quoted on the OTCQB market
or listed on a national securities exchange in the United States. The Purchase Agreement may be terminated before the Closing by mutual
written consent, by either the Company or the Seller if a closing condition becomes incapable of being satisfied or a final, non-appealable
order prohibits the transaction, or by either the Company or the Seller if the Closing has not occurred within 30 calendar days after
the effective date of the Purchase Agreement. The Purchase Agreement is governed by New York law.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Consideration
Note
At
Closing, as payment of the $3,000,000 cash portion of the Tranche 1 consideration under the Purchase Agreement, the Company shall issue
a promissory note (the “Note”) in the principal amount of $3,000,000 to the Seller (in its capacity as holder of the Note,
the “Payee”).
Maturity.
The entire principal amount of the Note is due and payable in full on the earlier to occur of (x) December 31, 2026, or such other
date as may be mutually agreed between the Company and the Payee, and (y) an Event of Default (as defined below).
Interest.
The Note does not bear interest, except that upon the occurrence and during the continuance of an Event of Default, simple interest
accrues on the outstanding principal at a rate of two percent (2%) per annum from the date of the Event of Default until the principal
is paid or settled in full. Default interest is computed on the basis of the actual number of days elapsed and a 365-day or 366-day year,
as applicable.
Events
of Default. Each of the following constitutes an “Event of Default” under the Note, upon which the holder may, at its
option and by written notice or demand, declare the Note and all principal immediately due and payable:
| (a) | a
payment default under the Note that is not cured within ten (10) business days after the
payment was due; |
| (b) | the
Company ceasing, at any time before the Note is paid in full, to own, beneficially and of
record, 100% of the limited liability company interests or other equity interests in GTL
or any surviving, resulting or successor entity; or |
| (c) | certain
bankruptcy, insolvency, reorganization, liquidation or similar events with respect to the
Company or GTL, including an involuntary proceeding that is not dismissed within 60 days
after its commencement, or the Company or GTL otherwise liquidating its business or ceasing
to operate as a going concern. |
Governing
Law. The Note is governed by the laws of the State of New York, and the Company has consented to the jurisdiction of the state
courts located in New York County, New York and any federal court located in that jurisdiction.
The
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the
Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
November 12, 2026, the Company issued a press release announcing the Purchase Agreement and the transactions
contemplated thereby, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information
in this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, nor shall it be deemed subject to the requirements of Item 10 of Regulation S-K, nor shall it be deemed incorporated
by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof,
regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission
as to the materiality of any such information.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 2.1 |
|
Membership Interest Purchase Agreement, dated as of November 6, 2026, by and among M2i Global, Inc., Happy Growth Group Limited, Graphex Group Limited and Graphex Technologies LLC. |
| |
|
|
| 10.1 |
|
Form of Promissory Note attached as Exhibit A to the Membership Interest Purchase Agreement. |
| |
|
|
| 99.1 |
|
Press Release dated November 12, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding the acquisition of GTL, the design, construction, completion and approval of production
of the Plant, the issuance of the Tranche 2 Shares and the Tranche 3 Shares, and the Company’s ability to repay the Note at or
before maturity. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could
cause actual results to differ materially, including, without limitation, the Company’s need for additional capital and ability
to raise funds to repay the Note when due and to fund the costs of the Plant; the risk that an Event of Default could result in acceleration
of the Note, the accrual of default interest and the exercise of remedies with respect to the Company’s interests in GTL; the risk
that the Plant is not designed, constructed or approved for production on the anticipated timeline or at all; the dilution resulting
from the issuance of the Consideration Shares; the risk that the Common Stock ceases to be quoted on the OTCQB market, which could require
the Company to repurchase Consideration Shares for cash under the Repurchase Option; the Company’s ability to integrate GTL’s
business; general economic, regulatory and market conditions affecting the critical minerals industry; and other risks described in the
Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
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.
| |
M2i
Global, Inc. |
| |
|
|
| Date:
November 12, 2026 |
By: |
/s/
Alberto Rosende |
| |
Name: |
Alberto
Rosende |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
M2i
Global Exercises Option and Enters into Definitive Agreement to Acquire Graphex Technologies, LLC
Acquisition
Includes an Exclusive, Irrevocable License to 30 Patents for Natural Graphite Anode Production Across North America
Reno,
NV – November 12, 2026 (Globe Newswire) – M2i Global, Inc. (“M2i,” the “Company,” “we,”
“our” or “us”) (OTCQB: MTWO), a company specializing in the development and execution of a complete global
value supply chain for critical minerals, is pleased to announce that it has entered into a definitive agreement to acquire the U.S.
graphite anode assets of Graphex Group Limited, including an exclusive, irrevocable license to 30 patents for natural graphite anode
production across North America and a plant design specifying an annual capacity of 50,000 metric tons.
Graphite
is designated a critical mineral by the United States, and the processing of natural graphite into anode material remains almost entirely
concentrated overseas.
About
Graphex Group Limited: Graphex Group Limited is incorporated in the Cayman Islands and listed on the Main Board of The Stock Exchange
of Hong Kong. The group develops and processes graphene products, in particular graphite anode material for lithium-ion batteries. Graphex
Technologies, LLC is its indirect wholly owned Delaware subsidiary.
About
M2i Global, Inc. (OTCQB: MTWO): M2i Global, Inc integrates people, technology, and solutions from across sectors to ensure access
to critical minerals and metals for national defense and economic security. M2i Global aims to establish a Critical Mineral Repository,
creating a resilient supply chain that addresses the global shortage of essential minerals and metals.
For
more information, please visit www.m2i.global
FORWARD-LOOKING
STATEMENTS:
This
press release contains certain statements that may be deemed to be forward-looking statements within the meaning of the federal securities
laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Such statements may be preceded
by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,”
“projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,”
“potential,” or similar words or the negative of these terms or other similar expressions, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements are not guarantees of future performance, are based
on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the control of
M2i Global, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied
by such forward-looking statements. More detailed information about M2i Global and the risk factors that may affect the realization of
forward-looking statements is set forth in the filings with the Securities and Exchange Commission (“SEC”), including the
most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents
free of charge on the SEC’s website at www.sec.gov.
All
forward-looking statements speak only as of the date on which they are made. M2i Global undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on which such statement was made, except to the extent required
by applicable securities laws.
Media
Contact:
Diego
Rosende – drosende@m2i.global
Investor
Contacts:
IR@M2i.global
