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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 15, 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 |
(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 (§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
7.01 Regulation FD Disclosure.
On October 15, 2026,
OpenWorld, Inc. (the “Company”) issued a press release announcing that on October 13, 2026, it had entered into non-binding
term sheet with Meridian, a privately held Delaware limited liability company, to establish a tokenized financing program to support the
purchase and deployment of a distributed artificial-intelligence computing network powered by solar energy and Tesla Powerwall batteries
(the “Term Sheet”).
The Term Sheet is non-binding,
except for the provisions expressly stated to be binding, and the proposed transaction remains subject to the completion of confirmatory
due diligence, 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.
A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
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 15, 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 15, 2026 |
/s/ Jennifer Cola |
| |
Name: |
Jennifer Cola |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
OpenWorld (NASDAQ:
OPNW) Signs Term Sheet to Finance Solar-Powered, Distributed AI Computing Network Initially Integrated with Residential Battery Storage
with Tokenized Financing Program of up to $1 Billion
Agreement is entered into with Meridian, a venture
led by former Tesla Board Observer and Private Equity Investor with experience in Solar City, now Tesla, and Twitter Go Private
LAKE MARY, October 15, 2026— OpenWorld,
Inc. (“OpenWorld” or the “Company”) (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 Meridian to establish a tokenized financing program
of up to $1 billion to fund the purchase and deployment of a distributed AI computing network powered by on-site solar energy and residential
battery storage. Under the term sheet, OpenWorld will serve as advisor, structuring agent and services provider for the program, and its
OpenWorld Enterprise platform will finance and operate the orchestration of the network. The news follows recent OpenWorld tokenized financing
announcements, including a proposed transaction to transform BeyondAI’s industrial AI intellectual property rights into financeable
collateral on OpenWorld’s tokenization platform.
Key Highlights
| ● | Meridian founded by Josh Raffaelli: Raffaelli was involved early in Tesla, Solar City, and SpaceX while at DFJ and Silver Lake. |
| ● | Up to $1 billion in tokenized financing: OpenWorld structures and administers the tokenized financing program on OpenWorld
Enterprise. Residential battery storage, solar panels and AI computing equipment form the asset base of the structure. |
| ● | Meridian’s role: Meridian holds purchase rights to Powerwall residential battery storage systems for the program and
will own the storage assets within the structure. |
| ● | AI inference without new data centers: AI providers pay to run trained models on the network with no new centralized data-center
sites, no additional grid interconnections and no water-based cooling. The program is intended to supply capacity to one or more leading
AI inference providers. |
| ● | Initial deployment of 10,000 homes: Compute nodes at participating homes, with larger installations at local schools, hospitals
and local commercial campuses. |
| ● | Hosts get paid: Homeowners receive monthly hosting payments and lower-cost electricity, with household energy needs taking
priority over computing workloads. Commercial hosts receive a share of site revenue and backup power. |
| ● | Timeline: Initial installations scheduled to begin in the fourth quarter of 2026; first commercial site targeted for the first
quarter of 2027. |
“Access to power is a major constraint on the growth of AI infrastructure,”
said Matt Shaw, CEO and Chairman of OpenWorld. “By bringing computing equipment to homes and commercial properties through solar
generation and battery storage, we can build AI capacity closer to the power source instead of waiting years for a grid connection. Our
term sheet with Meridian brings together the tokenization, financing and operating capabilities needed to develop this network at scale,
and it shows what OpenWorld Enterprise is built to do: turn real-world assets into financeable, on-chain infrastructure.”
“Residential battery storage is the foundation of this program,”
said Josh Raffaelli, founder of Meridian and clean energy investor. “OpenWorld will help us finance the equipment, turning solar
generation and battery storage at participating properties into infrastructure that can serve growing demand for AI computing.”
Solving the Power Problem in AI Infrastructure
Access to power is a growing constraint on AI infrastructure. New data
centers face lengthy grid interconnection timelines, local opposition and significant water demands. The planned network of home-hosted,
distributed AI inference computing would place compute nodes at participating homes and larger installations at local schools, hospitals
and commercial campuses, each powered by on-site solar generation and battery storage. AI providers would pay to use this computing capacity
for inference, the process of running trained AI models, without requiring new centralized data-center sites, additional grid connections
or water-based cooling.
Participating homeowners would receive monthly hosting payments and
lower-cost electricity, with household energy needs taking priority over computing workloads. Commercial hosts would receive a share of
site revenue and backup power.
How the Program Works
Meridian, a privately held Delaware limited liability company, holds
purchase rights to residential Tesla Powerwall battery storage systems for the program. The program’s initial deployment is planned
for 10,000 homes.
Under the term sheet, OpenWorld will serve as advisor, structuring
agent and services provider for the financing program. OpenWorld will establish and administer the tokenized financing structure on its
OpenWorld Enterprise platform. The financing would support Meridian’s purchase of residential battery storage systems, as well as
the purchase by OpenWorld or a subsidiary of solar panels and associated AI computing equipment, all of which will be used within the
structure.
OpenWorld is also developing an integrated system to support each installation.
The OpenWorld Enterprise platform will monitor equipment performance and provide investors with reporting on the underlying assets. The
program is intended to supply computing capacity to one or more leading AI inference providers. Test installations are scheduled to begin
in the fourth quarter of 2026, with the first commercial site targeted for the first quarter of 2027.
Non-Binding Agreement
The Term Sheet is non-binding, except for the provisions expressly
stated to be binding, and the proposed transaction remains subject to the completion of confirmatory due diligence, 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.
An earlier draft of this press release was inadvertently issued to
a limited number of wire services the morning of October 14, 2026 (“Draft Release”). Investors are cautioned to disregard
the Draft Release and not to place any reliance on the Draft Release.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The words “expected,” “would,” “will,” “anticipate,”
“intend,” “plan” and similar expressions are intended to identify forward-looking statements. These include statements
about the proposed engagement, the size, timing and structure of the financing program, the Distributed Inference Program and anticipated
offtake arrangements. These statements are subject to risks and uncertainties that could cause actual results to differ materially. Those
risks include failure to execute definitive agreements, market conditions, regulatory developments affecting tokenized securities, tax
law changes and the risks described in OpenWorld’s Annual Report and Quarterly Reports filed with the SEC, including under the heading
titled “Risk Factors.” OpenWorld undertakes no obligation to update these statements except as required by law.
No Offer or Solicitation
This press release is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
About OpenWorld
OpenWorld, Inc. (NASDAQ: OPNW) 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 United States, Gulf,
Europe, Southeast Asia and Africa. To learn more, visit openworld.dev and follow OpenWorld on X at @_openworld.
About Meridian
Meridian is a privately held Delaware limited liability company that
develops and finances residential battery storage for distributed energy and computing programs.
Contacts
Investors
ir@openworld.dev
Media
Gasthalter & Co.
Phone: (212) 257-4170
Email: openworld@gasthalter.com
