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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):
October 7, 2026
OpenWorld, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
001-39332 |
23-3023677 |
| |
|
|
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 801 International Parkway, Fifth Floor, Lake Mary, Florida |
32746 |
| |
|
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (585) 736-9400
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:
| ¨ |
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, par value $0.001 per share |
OPNW |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 7.01. Regulation FD Disclosure.
On October 7, 2026, OpenWorld, Inc. (the “Company”) issued
a press release announcing that on September 27, 2026, a term sheet was entered into by Open World Inc., a subsidiary of the Company,
with Beyond Limits, Inc. (“BeyondAI”) and Eidos Digital Assets SPC (“Eidos”) relating to a proposed intellectual
property-backed financing of up to $130 million (the “Proposed Financing”).
The Proposed Financing is contemplated to be structured through the
issuance by a segregated portfolio of Eidos of digital tokens representing investor rights to payments backed by eligible BeyondAI intellectual
property. Open World Inc. is expected to provide transaction structuring, implementation, tokenization, technology integration, reporting
infrastructure and operational services in connection with the Proposed Financing.
The proposed transaction remains subject to, among other things, confirmatory
due diligence, the negotiation and execution of definitive documentation and the satisfaction or waiver of specified conditions precedent.
There can be no assurance that the Proposed Financing will be consummated on the terms contemplated by the term sheet, or at all. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press Release dated October 7, 2026 |
| |
|
| 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.
| |
OpenWorld, Inc. |
| |
|
| Date: October 7, 2026 |
|
| |
/s/ Jennifer Cola |
| |
|
| |
Name: Jennifer Cola
Title: Chief Financial Officer |
Exhibit 99.1
OpenWorld Announces Term Sheet for Up to $130
Million IP-Backed Transaction with BeyondAI
OpenWorld’s platform would structure transaction
backed by eligible patents and software rights for BeyondAI.
LAS VEGAS, October 7, 2026 – OpenWorld, Inc. (“OpenWorld”)
(NASDAQ: OPNW), an innovation company advancing global real-world asset (“RWA”) tokenization, today announced that it has
entered into a non-binding term sheet with Beyond Limits, Inc. (“BeyondAI”), a leader in trusted, autonomous AI for complex
high consequence operations, relating to a proposed intellectual property-backed transaction of up to $130 million. The proposed transaction
would be structured through the issuance of digital tokens, with each token representing an investor’s rights to payments backed
by eligible BeyondAI intellectual property.
The Term Sheet is non-binding, except for the provisions expressly
stated to be binding, and the proposed transaction remains subject to the negotiation and execution of definitive documentation, satisfaction
of applicable conditions and completion of the contemplated transaction. There can be no assurance that the proposed transaction will
be consummated on the terms described or at all. The final compliant structure will be defined in the definitive agreement at close.
The arrangement is intended to function as transaction-backed by the
eligible rights, rather than a sale of BeyondAI’s technology.
OpenWorld would provide transaction structuring, implementation, tokenization,
technology integration, reporting infrastructure, and operational services through its OpenWorld Enterprise platform.
“Intellectual property is one of the largest and least financed
asset classes held by technology companies,” said Matthew Shaw, CEO and Chairman of OpenWorld. “This proposed transaction
demonstrates how OpenWorld can turn high-quality IP, such as patents and software rights, into financeable, well-governed collateral.
BeyondAI would retain control of its technology, and investors would receive a transparent, on-chain structure with institutional safeguards.”
“Our intellectual property is the foundation for the AI solutions
that BeyondAI brings into complex industrial environments. This transaction unlocks financing that preserves flexibility to serve our
customers, develop new solutions, and support our next stage of growth,” said AJ Abdallat, Founder and Chief Executive Officer of
BeyondAI.
“The tokenization is a strategic and creative financing structure
designed to provide growth capital to unlock acceleration of the revenue generation engine across the business’s global AI frontier
market,” said Ionel Nechiti, board observer representing Aramco Ventures.
According to BeyondAI, its investors include Aramco Ventures, ILA,
and BP Ventures, among others. BeyondAI has previously announced commercial agreements with Aramco and a collaboration with HUMAIN to
develop and deploy AI solutions across Saudi Arabia’s resource sectors. BeyondAI’s early foundations come from NASA/JPL/Caltech
with some of the most game changing innovations in AI.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These include statements about the proposed transaction , the size, timing and
structure of the transaction , the proposed tokenization of BeyondAI intellectual property, the execution of definitive agreements, the
satisfaction of closing conditions and the anticipated benefits of the proposed transaction. These statements are subject to risks and
uncertainties that could cause actual results to differ materially. Those risks include failure to execute definitive agreements or consummate
the proposed transaction , the availability of transaction , verification and eligibility of the intellectual property contemplated for
the transaction , required third-party consents, market conditions, regulatory developments affecting tokenized securities and the risks
described in OpenWorld’s filings with the SEC. OpenWorld undertakes no obligation to update these statements except as required
by law.
About OpenWorld
OpenWorld is a technology-powered digital assets and blockchain innovation
company that co-architects and takes principal positions in enterprise blockchain initiatives alongside sovereign governments, institutional
partners, and major enterprises. Since its founding in 2023, OpenWorld has advised on projects representing over $66 billion in aggregate
network value and supported more than 20 companies backed by leading global venture firms, including a16z, Multicoin Capital, Dragonfly,
and Founders Fund. OpenWorld’s capabilities span real-world asset tokenization, stablecoin infrastructure, capital markets advisory,
governance structuring, and public markets strategy, with active engagements across the Gulf, Europe, Australia, and Southeast Asia. To
learn more, visit openworld.dev
About BeyondAI
BeyondAI develops trusted, autonomous AI for complex, high-consequence
operations. Its platform combines neuro-symbolic reasoning, generative AI and multi-agent orchestration, and its foundational AI technology
traces its origins to NASA’s Jet Propulsion Laboratory. BeyondAI serves industrial and enterprise customers in mission-critical
environments. To learn more, visit beyond.ai
Contacts
Media
Gasthalter & Co.
Phone: (212) 257-4170
Email: openworld@gasthalter.com
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