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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): July 7, 2026 (June
30, 2026)
STAGEWISE
STRATEGIES CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
333-275731 |
|
61-2108075 |
(State or Other Jurisdiction
of
Incorporation or Organization) |
|
Commission File Number |
|
(I.R.S. Employer
Identification
Number) |
c/o
Tourism and Entertainment Group, LLC
64/2
Mahtumquili Street
Yashnobod
District 100000
Tashkent
City, Republic of Uzbekistan
(Address,
including Zip Code, and Telephone Number,
including
Area Code, of Registrant's Principal Executive Office)
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 or to be registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
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 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
June 30, 2026, StageWise Strategies Corp., a Nevada corporation (the “Company”), entered into a Share Subscription Agreement
(the “Subscription Agreement”) with Jakhongir Abidovich Artikkhodjaev (the “Subscriber”), a controlling shareholder
of the Company who currently owns approximately 74.2% of the issued and outstanding shares of common stock, par value
$0.001 of the Company (the “Common Stock”), prior to giving effect to the issuance of shares of Common Stock contemplated
by the Subscription Agreement.
Pursuant
to the Subscription Agreement, the Company agreed to issue and sell to the Subscriber, and the Subscriber agreed to purchase, 1,000,000
shares of the Company’s Common Stock (the “Shares”), for an aggregate purchase price of $250,000 (the “Purchase
Price”). On June 30, 2026, a payment of $44,500 was deposited into the Company’s bank account, and the Company expects
to receive the remaining $205,500 on or before July 31, 2026. The Company will issue the Shares to the Subscriber upon receipt of the
full $250,000 Purchase Price.
The
Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act of 1933, as amended
(the “Securities Act”), and certificates or book entries representing the Shares will bear an appropriate restrictive legend.
The Subscriber has agreed not to offer, sell, pledge or otherwise transfer the Shares except pursuant to an effective registration statement
under the Securities Act or an available exemption from registration. The Subscription Agreement contains customary representations and
warranties of the Company and the Subscriber, including that the Subscriber is an “accredited investor” as defined in Rule
501(a) of Regulation D under the Securities Act, is acquiring the Shares for the Subscriber’s own account for investment purposes
only and not with a view to distribution, and did not make an investment decision as a result of any general solicitation or general
advertising. No broker, finder or other financial consultant acted on behalf of either party in connection with the Subscription Agreement
or the transactions contemplated thereby. The Subscription Agreement is governed by the laws of the State of Nevada.
The
foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
Shares described in Item 1.01 have not been registered under the Securities Act and will be issued in reliance upon the exemption from
registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering. The Subscriber
has represented that he is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, that
it is acquiring the Shares for investment purposes for his own account and not with a view to any distribution thereof, and that he did
not make an investment decision as a result of any general solicitation or general advertising. The Shares will be subject to transfer
restrictions and will bear an appropriate restrictive legend under the Securities Act.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1+ |
|
Share Subscription Agreement, dated as of June 30, 2026, by and between Jakhongir Abidovich Artikkhodjaev and the Company |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
| + |
Certain personally identifiable
information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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.
Dated: July
7, 2026
| STAGEWISE
STRATEGIES CORP. |
|
| |
|
| By: |
/s/
Temur Zokirov |
|
| Name: |
Temur
Zokirov |
|
| Title: |
Chief
Financial Officer |
|
