[8-K] OneMeta Inc. Reports Material Event

Rhea-AI Filing Summary

OneMeta Inc. disclosed that on April 9, 2026 it issued a warrant to Avaya LLC to purchase up to 22,222,222 shares of its common stock. The warrant carries an exercise price of $0.135 per share and is exercisable on a cash or cashless basis from April 9, 2026 until April 8, 2036, with the exercise price adjustable under certain conditions.

Avaya also received observer rights for meetings of OneMeta’s Board of Directors. The companies entered into a registration rights agreement granting Avaya demand and piggyback registration rights for the shares issuable upon exercise of the warrant. The warrant was issued under a private placement exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.

Insights

Capital structure and securities analyst

OneMeta granted Avaya a large long-dated warrant with registration rights, signaling a strategic financing or partnership structure.

The company issued Avaya LLC a warrant for up to 22,222,222 common shares at an exercise price of $0.135 per share, exercisable through April 8, 2036. This creates potential future equity issuance if Avaya chooses to exercise, but no immediate cash inflow details are provided in the excerpt.

The warrant is exercisable on a cash or cashless basis and includes price adjustment features, plus board meeting observer rights, indicating a closer strategic relationship. A registration rights agreement grants demand and piggyback rights for underlying shares, which can facilitate future resale once registered. Actual impact on ownership and trading will depend on Avaya’s exercise and sale decisions over the warrant’s long life.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Warrant share amount: 22,222,222 shares Exercise price: $0.135 per share Warrant exercise period start: April 9, 2026 +1 more

4 metrics

Warrant share amount 22,222,222 shares Maximum common shares purchasable under warrant issued April 9, 2026

Exercise price $0.135 per share Exercise price for Avaya LLC warrant

Warrant exercise period start April 9, 2026 Date from which warrant is exercisable

Warrant expiration date April 8, 2036 Last date warrant may be exercised

Key Terms

warrant, registration rights agreement, observer rights, Section 4(a)(2) of the Securities Act, +1 more

5 terms

warrant financial

"issued a warrant (the “Warrant”) to Avaya LLC to purchase up to 22,222,222 shares"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

registration rights agreement financial

"entered into a registration rights agreement (the “RRA”) pursuant to which the Company granted demand and piggyback registration rights"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

observer rights financial

"the holder of the Warrant shall have observer rights with respect to meetings of the Company’s Board of Directors"

Section 4(a)(2) of the Securities Act regulatory

"The Company issued the Warrant in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 506 of Regulation D regulatory

"and/or Rule 506 of Regulation D promulgated thereunder"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

Understanding 8-K Material Events →

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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): April 9, 2026

OneMeta Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-56565		20-5150818
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

450 South 400 East, Suite 200, Bountiful, UT		84010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 702-550-0122

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. 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: None

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 Definitive Material Agreement

On April 9, 2026, OneMeta Inc. (the “Company”) issued a warrant (the “Warrant”) to Avaya LLC (“Avaya”) to purchase up to 22,222,222 shares of common stock of the Company at an exercise price of $0.135 per share (the “Exercise Price”) at any time on and after April 9, 2026 until April 8, 2036. The Warrant is exercisable on a cash or cashless basis and the exercise price is subject to adjustment under certain circumstances.

In addition, the holder of the Warrant shall have observer rights with respect to meetings of the Company’s Board of Directors.

On April 9, 2026, the Company and Avaya entered into a registration rights agreement (the “RRA”) pursuant to which the Company granted demand and piggyback registration rights to Avaya with respect to the shares of common stock underlying the Warrant.

The foregoing descriptions of the Warrant and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the Warrant and the Registration Rights Agreement copies of which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02 Unregistered Sale of Equity Securities

The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Warrant is incorporated by reference herein in its entirety. The Company issued the Warrant in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. of 1933, as amended and/or Rule 506 of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Warrant
10.1		Registration Rights Agreement between OneMeta Inc. and Avaya LLC dated April 9, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

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.

	ONEMETA INC.
Date: April 14, 2026	By:	/s/ Saul Leal
		Saul Leal
		CEO

-3-

FAQ

What warrant did OneMeta Inc. (ONEI) issue to Avaya LLC?

OneMeta issued Avaya a warrant to purchase up to 22,222,222 common shares. The warrant is exercisable from April 9, 2026 until April 8, 2036, giving Avaya long-term optionality over a sizeable equity position.

What is the exercise price of the OneMeta (ONEI) warrant held by Avaya?

The warrant has an exercise price of $0.135 per share. Avaya can exercise on a cash or cashless basis, meaning it may pay cash or use a net-share mechanism, subject to the warrant’s detailed terms.

What registration rights did OneMeta (ONEI) grant Avaya for the warrant shares?

OneMeta entered into a registration rights agreement granting Avaya demand and piggyback registration rights. These rights cover the common shares issuable upon warrant exercise, helping Avaya seek public resale once a registration statement is effective.

Does the Avaya warrant include any board-related rights at OneMeta (ONEI)?

Yes. The holder of the warrant receives observer rights for meetings of OneMeta’s Board of Directors. Observer status allows attendance and monitoring of board discussions without full voting authority described in this excerpt.

How was the OneMeta (ONEI) warrant to Avaya issued under securities laws?

The warrant was issued relying on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D. These provisions permit private offerings to qualified investors instead of a public registered offering.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 99.0 KB

Other Documents

• EX-4.1 EX-4.1 122.5 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB