OneMeta (OTCQB: ONEI) amends $2.2M convertible notes with stock and MFN options

Rhea-AI Filing Summary

OneMeta Inc. amended its Note and Warrant Purchase Agreement covering existing convertible debt. The company consolidated previously issued notes with aggregate principal of $2.2 million into a single set of Existing Notes and set their maturity date as the earlier of March 26, 2026 or an event of default.

Holders may elect to receive repayment of principal and interest in cash or in shares of common stock, based on a conversion price defined in the notes. If the company has issued a new series of preferred stock after the agreement date, holders can instead choose that preferred stock, valued at the lowest price paid by an unaffiliated investor.

The amendment also adds a “most-favored nation” feature: if OneMeta later issues a convertible note or similar security to another investor on more favorable terms, existing holders may elect within thirty days to revise their notes to incorporate any or all of those better terms.

Insights

Capital structure and credit analyst

OneMeta refines $2.2M convertible debt with flexible repayment and MFN protection.

The amendment consolidates earlier notes into a single $2.2 million convertible obligation, clarifies a near-term maturity on March 26, 2026, and formalizes multiple repayment options. This primarily tidies capital structure and codifies how debt can be settled in cash, common stock, or potential new preferred stock.

The ability for noteholders to elect stock or future preferred shares shifts part of refinancing risk into potential equity issuance. The “most-favored nation” clause, letting holders match any more favorable future convertible terms, protects creditors and may constrain how the company structures later financings.

Overall, this looks like a negotiated adjustment rather than a transformational event. Investors may focus on how the company plans to address the approaching maturity and whether it leans on cash repayment versus equity or preferred stock, as future filings and financing decisions become available.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

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): March 17, 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:

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 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 March 17, 2026, OneMeta Inc. (the “Company”) entered into a First Amendment (the “Amended Agreement”) to the Note and Warrant Purchase Agreement dated as of October 31, 2025 (the “Original Agreement”). Pursuant to the Original Agreement, the Company had issued to investors an aggregate principal amount of $2 million in notes (the “Existing Notes”) and on February 11, 2026, had issued to such investors an additional $200,000 in aggregate principal amount of notes (the “Additional Notes”). The Amended Agreement consolidates the Existing Notes and the Additional Notes into the Existing Notes with aggregate principal amount of $2.2 million and provides that the maturity date of the Existing Notes is the earlier of (i) March 26, 2026 and (ii) the time at which the balance of the Existing Notes are due and payable upon an Event of Default pursuant to the Existing Notes.

At the election of each holder, any balance or interest shall be paid either (x) in cash or (y) in the number of shares of Common Stock equal to the cash amount payable divided by the conversion price. In the event the Company has issued a new series of preferred stock, however designated, following the date of the Agreement, each holder may further elect to receive payments of any balance or interest in the form of such preferred stock, valued at the lowest price paid therefor to the Company by an unaffiliated third party.

If at any time while the Existing Notes remain outstanding, the Company issues any convertible promissory note, convertible security or other instrument convertible into equity securities of the Company (a “Future Instrument”) to any investor or lender (a “Future Investor”) with terms that the holder of the Existing Notes reasonably determines to be more favorable to the Future Investor than the terms of the Existing Notes The holder shall have the right, exercisable in the holder’s sole discretion within thirty (30) days of receiving such notice, to elect to have the Existing Note amended to incorporate any or all of the more favorable terms contained in the Future Instrument, effective as of the date of issuance of the Future Instrument.

The foregoing descriptions of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		First Amendment to Note and Warrant Purchase Agreement
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: March 25, 2026	By:	/s/ Saul Leal
		Saul Leal
		CEO

-3-

FAQ

What did OneMeta Inc. (ONEI) change in its note agreement?

OneMeta amended its Note and Warrant Purchase Agreement to consolidate notes into a single $2.2 million obligation, set a new maturity trigger at March 26, 2026, and update repayment options, allowing holders to choose between cash, common stock, or, in some cases, preferred stock.

How much convertible debt is covered by OneMeta’s amended agreement?

The amendment covers an aggregate principal of $2.2 million in notes. This consists of $2 million of existing notes issued in October 2025 and an additional $200,000 issued in February 2026, now consolidated into a single set of Existing Notes under the revised terms.

When do OneMeta’s amended notes now mature?

The amended Existing Notes mature on the earlier of March 26, 2026 or when the balance becomes due after an event of default. This creates a defined near-term horizon for repayment or refinancing, depending on the company’s performance and any default events specified in the notes.

In what form can OneMeta noteholders receive repayment?

Holders can elect to receive principal and interest in cash or in common stock, using a conversion price defined in the notes. If OneMeta later issues a new preferred stock series, holders may also choose repayment in that preferred stock, valued at the lowest price paid by an unaffiliated investor.

What is the "most-favored nation" feature in OneMeta’s amended notes?

If OneMeta issues a new convertible note or similar instrument to another investor on more favorable terms, existing noteholders can elect within thirty days to add any or all of those better terms to their own notes, effective from the new instrument’s issuance date, enhancing their contractual protection.

Does the OneMeta amendment affect future convertible financings?

The amendment introduces a clause tying Existing Notes to future convertible financings. If later securities offer more favorable terms, current holders may match those terms, which can influence how OneMeta structures future convertible deals and may limit its ability to offer preferential terms to new investors.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 44.7 KB

Other Documents

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