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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
14, 2026
TRON
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41768 |
|
32-0686534 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.
R. S. Employer
Identification
No.) |
941
W. Morse Blvd.
Suite
100
Winter
Park FL 32789
(Address
of principal executive offices, including zip code)
(407)
230-8100
(Registrant’s
telephone number, including area code)
Not
Applicable
(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, $0.0001 par value |
|
TRON |
|
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 Material Definitive Agreement
On
October 14, 2026, Tron Inc. (the “Company”), entered into a sales agreement (the “Sales Agreement”)
with Clear Street LLC (“Clear Street”), relating to the offer and sale of shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), from time to time, through an at the market offering under which
Clear Street will act as agent and/or principal.
Subject
to the terms and conditions of the Sales Agreement, Clear Street may sell shares of Common Stock by any method that is deemed an “at
the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or any other method
permitted by law. Clear Street may also purchase shares of Common Stock as principal in separately negotiated block transactions, if
agreed to by the Company and Clear Street. The Company may sell shares of Common Stock through Clear Street in amounts and at times to
be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but neither the Company nor
Clear Street has an obligation to sell any shares of Common Stock. The Company or Clear Street may suspend or terminate the offering
of Common Stock upon notice to the other party and subject to other conditions. Clear Street will use commercially reasonable efforts
to effect the sales consistent with its normal trading and sales practices.
The
Company has agreed to pay Clear Street a commission of up to 3% of the aggregate gross proceeds from such sales as agent pursuant to
the Sales Agreement. The Company has also agreed to provide Clear Street with customary indemnification and contribution rights.
Either
the Company or Clear Street may terminate the Sales Agreement upon ten days’ prior written notice. Clear Street may also terminate
the Sales Agreement upon the occurrence of certain events, including a material adverse effect on the Company. Upon termination, the
provisions relating to expenses, indemnification, contribution, and governing law will survive.
Any
shares of Common Stock the Company may offer and sell, pursuant to the Sales Agreement, will be offered and sold pursuant to the Company’s
registration statement on Form S-3 (File No. 333-288986) (the “Registration Statement”), as supplemented by a prospectus
supplement.
The
description of the Sales Agreement above does not purport to be complete and is qualified in its entirety by reference to the full text
of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1, and is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy shares of Common Stock, nor
shall there be any offer, solicitation or sale of the Common Stock in any state in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state.
A
copy of the opinion of Lucosky Brookman LLP relating to the validity of shares of Common Stock being offered is filed herewith as Exhibit
5.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 1.1 |
|
Sales
Agreement, dated as of October 14, 2026, between the Company and Clear Street LLC |
| 5.1 |
|
Opinion of Lucosky Brookman LLP |
| 23.1 |
|
Consent of Lucosky Brookman LLP (included in Exhibit 5.1). |
| 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.
| |
TRON
INC. |
| |
|
| Date:
October 14, 2026 |
By: |
/s/
Richard Miller |
| |
|
Richard
Miller |
| |
|
Chief
Executive Officer |
