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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): February 11, 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
February 11, 2026, OneMeta Inc. (the “Company”) entered into two promissory notes (the “Notes”) with aggregate
principal of $200,000 with a maturity date of February 26, 2026 (the “Maturity Date”). The Company shall issue 125,000 shares
of restricted common stock (the “Shares”) to each of the Note holders as interest. In the event principal of the Note and
the Shares are not paid upon the Maturity Date, an additional 125,000 Shares shall be accrued and payable beginning on the day after
the Maturity Date and each three month period thereafter that the principal of the Note and the Shares are not paid at the beginning
of such three month period..
The
foregoing descriptions of the Notes is not complete and is qualified in their entirety by reference to the full text of the form of Note,
a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Notes
is incorporated by reference herein in its entirety.
| Item
9.01 | Financial Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Promissory Note |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
February 18, 2026 |
By: |
/s/
Saul Leal |
| |
|
Saul
Leal |
| |
|
CEO |
