[8-K] OneMeta Inc. Reports Material Event

Rhea-AI Filing Summary

OneMeta Inc. reported the entry into material definitive agreements through an 8-K filed September 23, 2025. The filing states the company executed a Secured Promissory Note, a Security Agreement and a Patent Security Agreement, each dated July 30, 2025, between OneMeta Inc. and Rowland W. Day II and the Jaime D. Day Family Trust. The cover page interactive XBRL is embedded and the filing is signed by Rowland Day as President. The filing lists the exhibits but does not disclose monetary amounts, repayment terms, collateral valuation, or other financial details within the provided text.

Positive

• Material agreements disclosed in an 8-K, including a promissory note and security agreements
• Patent collateral acknowledged via a Patent Security Agreement, indicating protection of lender interests

Negative

• Key financial terms not disclosed in the provided text (no principal, interest rate, maturity, or repayment schedule)
• No collateral valuation or impact on company assets is described, preventing assessment of encumbrance
• Related-party considerations are present (counterparty includes Rowland W. Day II) but no further governance details are provided

Insights

Financial Analyst

TL;DR: Company disclosed secured financing arrangements and patent collateral, but provided no financial terms to evaluate investor impact.

The filing confirms OneMeta entered into a secured promissory note and related security agreements that pledge assets, including patents, to Rowland W. Day II and the Jaime D. Day Family Trust. From a financial perspective the items are materially relevant because secured obligations and patent liens can affect creditor priority and asset encumbrance. However, the absence of principal, interest rate, maturity, covenants, or collateral valuation in the text prevents assessment of leverage, dilution risk, or cash-flow impact.

Corporate Governance Expert

TL;DR: Material agreements were disclosed and signed by the president, but key contractual terms are not included in the excerpt.

Governance-wise the 8-K fulfills disclosure of the existence of material definitive agreements and lists exhibits, showing adherence to reporting requirements. The agreements involve a related individual (Rowland W. Day II) as counterparty, which may raise governance and related-party considerations for stakeholders. Because the filing excerpt lacks the full exhibits and specific terms, it is not possible to judge whether appropriate approvals, conflict-of-interest disclosures, or related-party controls were applied.

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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): September 23, 2025

OneMeta Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-56565		20-5150818
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. 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

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:

☐	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
Common Stock, $0.001 par value		ONEI		OTCQB Marketplace

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 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.

On September 17, 2025, OneMeta, Inc., (the “Company”) entered into (i) a Secured Promissory Note (the “Note”) in favor of Rowland W. Day II and Jaime D. Day Family Trust (the “Noteholder”), pursuant to which the Company consolidated certain existing indebtedness and borrowed additional funds, with approximately $1,049,213 in principal and accrued interest outstanding as of the date of the Note, bearing interest at a rate of 14% per annum, (ii) a Security Agreement (the “Security Agreement”) in favor of the Noteholder, pursuant to which the Company granted the Noteholder a first priority security interest in substantially all of the Company’s assets, and (iii) a Patent Security Agreement (the “Patent Security Agreement”), pursuant to which the Company granted the Noteholder a security interest in certain of its patents to further secure its obligations under the Note and the Security Agreement. Each of the agreements were dated as of July 30, 2025. The Note is payable on demand by the Noteholder or upon the occurrence of certain events of default, and is subject to customary covenants, events of default, and remedies. The obligations are to be secured by perfected security interests in all of the Company’s assets.

The foregoing descriptions of the Note, the Security Agreement, and the Patent Security Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Secured Promissory Note, dated July 30, 2025, by and between OneMeta Inc. and Rowland W. Day II and Jaime D. Day Family Trust.
10.2		Security Agreement, dated July 30, 2025, by and between OneMeta Inc. and Rowland W. Day II and Jaime D. Day Family Trust.
10.3		Patent Security Agreement, dated July 30, 2025, by and between OneMeta Inc. and Rowland W. Day II and Jaime D. Day Family Trust.
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.

	ONE META INC.
Date: September 23, 2025	By:	/s/ Rowland Day
		Rowland Day
		President

FAQ

What did OneMeta (ONEI) disclose in this 8-K?

The 8-K discloses that OneMeta entered into a Secured Promissory Note, a Security Agreement, and a Patent Security Agreement dated July 30, 2025, with Rowland W. Day II and the Jaime D. Day Family Trust.

Are the financial terms of the promissory note disclosed?

No. The provided filing text does not disclose principal, interest rate, maturity, repayment terms, or amounts.

Does the filing show who signed the 8-K for OneMeta?

Yes. The filing is signed by Rowland Day in his capacity as President.

Is there information on what patents are pledged?

No. The excerpt references a Patent Security Agreement but does not identify specific patents or assign valuations.

Does the 8-K indicate whether these agreements are with a related party?

The counterparty named is Rowland W. Day II and the Jaime D. Day Family Trust; the filing excerpt does not elaborate on the relationship beyond those names.