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2026-04-30
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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): April 30, 2026
SHARONAI
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-43129 |
|
41-2349750 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
745
Fifth Avenue, Suite 500,
New
York, NY 10151
(Address
of principal executive offices, including zip code)
(347)
212-5075
(Registrant’s
telephone number, including area code)
(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 obligations of the registrant under
any of the following provisions (see General Instructions 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 |
| Class
A Ordinary Common Stock, $0.0001 par value |
|
SHAZ |
|
The
Nasdaq Stock Market LLC |
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 Material Definitive Agreement.
On
April 30, 2026, SharonAI Holdings Inc. (the “Company”) and its wholly-owned, indirect subsidiary, SharonAI Pty Ltd (ACN 645
215 194) (“SharonAI Australia”), entered into the following material employment agreements, each effective as of May 1, 2026
(collectively, the “Employment Agreements”):
(i)
an executive employment contract with James Manning (the “Manning Employment Agreement”), pursuant to which Mr. Manning is
employed as the Chief Executive Officer on a full-time basis. Pursuant to the Manning Employment Agreement, Mr. Manning will receive
an annual base salary of AUD$704,225 (equivalent to approximately US$ 500,000 based on a current exchange rate of $1 AUD to $0.71
US), is eligible for a short-term incentive award of up to 200% of his base remuneration (payable in cash and/or restricted stock units
(“RSUs”)), is eligible for a long-term incentive award of up to 150% of his base remuneration in the form of RSUs, and is
eligible for a one-time listing award of 25% of his base remuneration in the form of RSUs.
(ii)
an executive employment contract with Tim Broadfoot (the “Broadfoot Employment Agreement”), pursuant to which Mr. Broadfoot
is employed as Chief Financial Officer on a full-time basis. Pursuant to the Broadfoot Employment Agreement, Mr. Broadfoot will receive
an annual base salary of AUD$634,000 (equivalent to approximately US$ 450,140 based on a current exchange rate of $1 AUD to $0.71
US), is eligible for a short-term incentive award of up to 125% of his base remuneration (payable in cash and/or RSUs), is eligible for
a long-term incentive award of 100% of his base remuneration in the form of RSUs, and is eligible for a one-time listing award of 25%
of his base remuneration in the form of RSUs.
(iii)
an executive employment contract with Andrew Leece (the “Leece Employment Agreement”), pursuant to which Mr. Leece is employed
as Chief Operations Officer on a full-time basis. Pursuant to the Leece Employment Agreement, Mr. Leece will receive an annual base salary
of AUD$563,380 (equivalent to approximately US$ 400,000 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for
a short-term incentive award of up to 100% of his base remuneration (payable in cash and/or RSUs), is eligible for a long-term incentive
award of up to 125% of his base remuneration in the form of RSUs, and is eligible for a one-time listing award of 50% of his base remuneration
in the form of RSUs.
(iv)
an executive employment contract with Nick Hughes-Jones (the “Hughes-Jones Employment Agreement”), pursuant to which Mr.
Hughes-Jones is employed as Senior Vice President of Business Development of SharonAI Australia on a full-time basis. Pursuant to the
Hughes-Jones Employment Agreement, Mr. Hughes-Jones will receive an annual base salary of AUD$563,380 (equivalent to approximately
US$ 400,000 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for a short-term incentive award of up to 100% of
his base remuneration (payable in cash and/or RSUs), is eligible for a long-term incentive award of up to 125% of his base remuneration
in the form of RSUs, and is eligible for a one-time listing award of 50% of his base remuneration in the form of RSUs.
In
addition to the compensation provided above for each executive pursuant to his respective Employment Agreement, each Employment Agreement
provides that each executive will receive superannuation contributions in line with the minimum compulsory contribution rate required
to be paid by the employer, in accordance with applicable legislation, as well as entitling each executive to statutory leaves under
applicable law, and to minimum entitlements of the National Employment Standards which are intended to apply to all private sector employees
regardless of whether they are covered by a modern award, agreement or contract. Each of the Employment Agreements requires that either
3 months notice or salary be provided to terminate the executive without cause. The Employment Agreements each contain customary provisions
relating to confidentiality, intellectual property assignment, post-termination restraints and non-compete obligations.
Messrs.
Manning, Leece and Hughes-Jones are the founders of the Company’s predecessors. Through entities each of them control, they each
beneficially own 45,447 shares of the Company’s Class B Super Voting Common Stock, which together account for a majority of the
voting power in the Company, and which is in addition to other shares of the Company’s Class A Ordinary Common Stock which they
beneficially own. Messrs. Manning, Leece and Hughes-Jones also control entities which hold approximately AUD$700,000 (US$465,500),
AUD$250,000 (US$166,250) and AUD$1,250,000 (US$831,250), respectively, of convertible notes of the Company. Mr. Manning serves as
the Company’s Chief Executive Officer and as a member of its board of directors and the board’s chairman. Mr. Broadfoot serves as the Company’s Chief Executive Officer. Mr. Leece serves as the Company’s Chief Operations
Officer. Mr. Hughes-Jones serves as the Company’s Senior Vice President of Business Development.
On
December 29, 2025, SharonAI Australia entered into an executive employment contract with Tim Flahvin (the “Flahvin Employment Agreement”),
pursuant to which Mr. Flahvin was employed as the General Counsel on a full-time basis, which was not deemed to be an executive officer
position at such time. Pursuant to the Flahvin Employment Agreement, Mr. Flahvin received an annual base salary of AUD$350,000 (equivalent
to approximately US$ 248,500 based on a current exchange rate of $1 AUD to $0.71 US), is eligible for a short-term incentive cash
bonus of up to AUD$50,000 (equivalent to approximately US$ 35,00 based on a current exchange rate of $1 AUD to $0.71 US), is eligible
for a long-term incentive award of up to 50% of his base remuneration in the form of restricted stock units (“RSUs”), and
is entitled to receive an annual base award of AUD$175,000 (equivalent to approximately US$ 124,250 based on a current exchange
rate of $1 AUD to $0.71 US) in the form of RSUs.
In
addition to the compensation provided above, the Flahvin Employment Agreement provides that Mr. Flahvin will receive superannuation contributions
in line with the minimum compulsory contribution rate required to be paid by the employer, in accordance with applicable legislation,
as well as entitling him to statutory leaves under applicable law.
Mr.
Flahvin must be provided the following notice of his termination without cause or is entitled to receive his compensation for such period:
| Period of Service: |
|
Period of Notice/Compensation: |
| 1 year or less |
|
4 weeks |
| Over 1 year and up to the completion of 3 years |
|
8 weeks |
| Over 3 years and up to the completion of 5 years |
|
8 weeks |
| Over 5 years |
|
12 weeks |
Provided
that an additional weeks’ notice/compensation will be provided if Mr. Flahvin is over the age of 45 and has completed at least
2 years of continuous service on the date that the notice of termination is provided.
The
Flahvin Employment Agreement also contains customary provisions relating to confidentiality, intellectual property assignment, post-termination
restraints and non-compete obligations.
On
March 30, 2026, the Company determined Tim Flahvin to be an executive officer of the Company and on April 30, 2026, SharonAI Australia
entered into an Employment Contract Alteration Agreement with Tim Flahvin (the “Flahvin Alteration Agreement”), effective
May 1, 2026, pursuant to which the parties agreed to vary the Flahvin Employment Agreement to provide for an annual base salary of AUD$330,895
(equivalent to approximately US$ 235,000 based on a current exchange rate of $1 AUD to $0.71 US) rather than AUD$350,000, a base
RSU award of AUD$259,155 (equivalent to approximately US$ 184,000 based on a current exchange rate of $1 AUD to $0.71 US), which
completely replaced the both the annual base award of AUD$175,000 and the long-term incentive award of up to 50% of his base remuneration,
and a short-term incentive award of AUD$100,000 (equivalent to approximately US$ 71,000 based on a current exchange rate of $1
AUD to $0.71 US) rather than up to AUD$50,000.
The
descriptions of the Manning Employment Agreement, the Broadfoot Employment Agreement, the Leece Employment Agreement, the Hughes-Jones
Employment Agreement, the Flahvin Employment Agreement and the Flahvin Alteration Agreement set forth above are only summaries, do not
purport to be complete and are qualified in their entirety by reference to the full text of such documents, each of which is filed as
an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item
1.02 Termination of a Material Definitive Agreement.
On
April 30, 2026, SharonAI Australia and the Company terminated the following contractor agreements, each with effect from May 1, 2026
(the “Effective Date”), pursuant to separate Deeds of Termination and Release (collectively, the “Deeds of Termination”):
(i)
the contractor agreement dated January 18, 2025 (the “Manning Contractor Agreement”) between SharonAI Australia and Manning
Group Pty Ltd ATF MG Office Trust (ACN 620 362 174) (“Manning Group”), pursuant to which Manning Group, with James Manning
as the key person, was providing services. The Manning Contractor Agreement was terminated by mutual agreement of the parties in connection
with Mr. Manning’s entry into the Manning Employment Agreement described in Item 1.01 above. No material early termination penalties
were incurred in connection with the termination;
(ii)
the contractor agreement dated October 14, 2024 (the “Broadfoot Contractor Agreement”) between SharonAI Australia and Broadfoot
Group Pty Ltd (ACN 632 357 638) (“Broadfoot Group”), pursuant to which Broadfoot Group, with Tim Broadfoot as the key person,
was providing services. The Broadfoot Contractor Agreement was terminated by mutual agreement of the parties in connection with Mr. Broadfoot’s
entry into the Broadfoot Employment Agreement described in Item 1.01 above. No material early termination penalties were incurred in
connection with the termination; and
(iii)
the contractor agreement dated October 14, 2024, as varied on June 13, 2025 (the “Inbocalupo Contractor Agreement”) between
SharonAI Australia and Inbocalupo Consulting Pty Ltd, pursuant to which Inbocalupo Consulting Pty Ltd, with Nick Hughes-Jones as the
key person, was providing services. The Inbocalupo Contractor Agreement was terminated by mutual agreement of the parties in connection
with Mr. Hughes-Jones’s entry into the Hughes-Jones Employment Agreement described in Item 1.01 above. No material early termination
penalties were incurred in connection with the termination.
A
brief description of any material relationship between the Company and each party to a Deed of Termination, other than in respect of
the Deed of Termination, is provided in Item 1.01 above and made a part of this Item 1.02 by reference.
The
descriptions of the Deeds of Termination set forth above are only summaries, do not purport to be complete and are qualified in their
entirety by reference to the full text of such documents, each of which is filed as an exhibit to this Current Report on Form 8-K and
which is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
disclosures set forth in Item 1.01 of this Current Report on Form 8-K regarding compensatory arrangements are incorporated and made a
part of this Item 5.02 by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Executive Employment Contract between SharonAI Pty Ltd, SharonAI Holdings Inc. and James Manning, dated April 30, 2026 |
| 10.2 |
|
Executive Employment Contract between SharonAI Pty Ltd, SharonAI Holdings Inc. and Tim Broadfoot, dated April 30, 2026 |
| 10.3 |
|
Executive Employment Contract between SharonAI Pty Ltd, SharonAI Holdings Inc. and Andrew Leece, dated April 30, 2026 |
| 10.4 |
|
Executive Employment Contract between SharonAI Pty Ltd, SharonAI Holdings Inc. and Nick Hughes-Jones, dated April 30, 2026 |
| 10.5 |
|
Employment Contract between SharonAI Pty Ltd and Tim Flahvin, dated December 29, 2025 |
| 10.6 |
|
Employment Contract Alteration Agreement between SharonAI Pty Ltd and Tim Flahvin, dated April 30, 2026 |
| 10.7 |
|
Deed of Termination and Release among SharonAI Pty Ltd, SharonAI Holdings Inc. and Manning Group Pty Ltd ATF MG Office Trust, dated April 30, 2026 |
| 10.8 |
|
Deed of Termination and Release among SharonAI Pty Ltd, SharonAI Holdings Inc. and Broadfoot Group Pty Ltd, dated April 30, 2026 |
| 10.9 |
|
Deed of Termination and Release among SharonAI Pty Ltd, SharonAI Holdings Inc. and Inbocalupo Consulting Pty Ltd, dated April 30, 2026 |
| 104 |
|
Cover Page Interactive
Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of
words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,”
“believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based
upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual
results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various
risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading
“Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance
on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to
risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The
Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on
which they were made, except as may be required by law.
SIGNATURE
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.
| |
SHARONAI HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
Tim Flahvin |
| |
Name: |
Tim Flahvin |
| |
Title: |
General Counsel |
| |
|
|
| Date: May 6, 2026 |
|
|
