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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 3, 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
November 3, 2025, OneMeta, Inc. (the “Company”), entered into (i) a Confidential General Release and Settlement Agreement
with Rowland W. Day II, the Company’s former President, Chief Financial Officer, Secretary, Chief Legal Officer, and a member of
the Board of Directors (the “Settlement Agreement”), and (ii) a related Stock Repurchase Agreement with the Rowland W. Day
II and Jaimie D. Day Family Trust under declaration dated April 13, 1990 (the “Stock Repurchase Agreement” and together with
the Settlement Agreement, the “Agreements”). The Agreements were approved by the Company’s Board of Directors on November
3, 2025.
Pursuant
to the Settlement Agreement, Mr. Day resigned from all positions with the Company and its affiliates effective October 31, 2025 (the
“Effective Date”). In connection with his resignation, the Company agreed to the following material terms: (i) payment to
Mr. Day of $917,966.43 in satisfaction of outstanding loans and reimbursable credit card balances owed to him and the Rowland W. Day
II and Jaimie D. Day Family Trust (the “Trust”); (ii) payment to Mr. Day of $408,486.01 for accrued salary, payable no later
than December 15, 2025; and (iii) execution of the Stock Repurchase Agreement providing for repurchase by the Company from the Trust
of 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging
from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date. The repurchase is
to occur in one or more closings prior to March 27, 2026.
In
exchange, the Company and Mr. Day provided mutual releases of claims, whereby each party released the other from
all claims arising out of or relating to Mr. Day’s employment, service or separation through the Effective Date.
The Settlement Agreement also includes customary confidentiality, non-disparagement, and arbitration provisions.
If
the Company fails to make the salary payment by December 15, 2025, or to complete the stock repurchase by March 27, 2026, the Stock Repurchase
Agreement provides that the Company’s Chief Executive Officer, Saul Leal, and the Board of Directors will reappoint Mr. Day to
his former executive roles within two days of such default.
The
foregoing descriptions of the Settlement Agreement and the Stock Repurchase Agreement are qualified in their entirety by reference to
the full text of those documents, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated
herein by reference
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers.
Effective
October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer,
and as a member of the Board of Directors of the Company. Mr. Day’s resignation was in connection with the Settlement Agreement
described above and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Confidential General Release and Settlement Agreement, dated October 31, 2025, by and between OneMeta Inc. and Rowland W. Day II. |
| 10.2 |
|
Stock Repurchase Agreement, dated October 31, 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:
November 6, 2025 |
By:
|
/s/
Saul Leal |
| |
|
Saul
Leal |
| |
|
President |
