Xtend AI Robotics COO Amir Ofri to resign Oct. 31

Pay restoration depends on a compensation committee determination and continued employment; two of Mor Swiel's RSU tranches carry KPI deadlines in 2027.

Rhea-AI Filing Summary

Xtend AI Robotics, Inc. said its subsidiary XTEND Reality Expansion Ltd. and Chief Operating Officer Amir Ofri entered an agreement providing for his resignation effective October 31, 2026. His salary and benefits continue through December 31, 2026; the agreement provides for a termination payment equal to three times his monthly salary on that date, a one-time NIS 30,000 payment (approximately $9,636) in lieu of a vehicle allowance, and accrued amounts due under Israeli law.

Amendments for Aviv Shapira, Tal Horesh, Reuven Liani and Matteo Shapira provide for a 15% salary reduction effective December 1, 2026, until a compensation committee determination of sufficient share-price improvement or sufficient debt or equity financing having closed. Restoration takes effect the first day of the following month, subject to continued employment; stated annual salaries are $425,000 for Aviv Shapira, $340,000 for Tal Horesh and $327,250 each for Reuven Liani and Matteo Shapira. For all five amended executives, outstanding unvested RSUs vest immediately before, subject to consummation of a Change in Control. Mor Swiel received 570,000 RSUs, vesting monthly over 36 months beginning September 3, 2026, in three 190,000-unit tranches; the second and third tranches require performance targets by March 1 and September 1, 2027.

Filing Explained

Four executives retain the unreduced salary basis for specified separation benefits before restoration; Ofri’s equity awards continue vesting under their terms after departure.

The signed amendments for Aviv Shapira, Tal Horesh, Reuven Liani and Matteo Shapira preserve their unreduced salaries as the basis for salary-linked severance, notice pay or other termination benefits if the company terminates them without cause or they resign for good reason before salary restoration.

The agreement provides that Amir Ofri’s equity awards continue vesting under their existing terms following his October 31 resignation, and that non-solicitation, nondisclosure and nondisparagement obligations apply after December 31.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Termination payment: Three times monthly salary Vehicle-allowance payment: NIS 30,000 (approximately $9,636) Salary reduction: 15% +5 more

8 metrics

Termination payment Three times monthly salary Payable to Amir Ofri on December 31, 2026

Vehicle-allowance payment NIS 30,000 (approximately $9,636) One-time gross payment to Amir Ofri

Salary reduction 15% For Aviv Shapira, Tal Horesh, Reuven Liani and Matteo Shapira, effective December 1, 2026

Annual salary $425,000 per year Aviv Shapira

Annual salary $340,000 per year Tal Horesh

Annual salary $327,250 per year Reuven Liani

Annual salary $327,250 per year Matteo Shapira

RSU grant 570,000 RSUs Mor Swiel's award

Key Terms

restricted stock units (RSUs), Change in Control, key performance indicators, Restoration Determination

4 terms

restricted stock units (RSUs) financial

"unvested restricted stock units (“RSUs”)"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Change in Control technical

"consummation of a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

key performance indicators technical

"achievement of the key performance indicators"

Key performance indicators are specific measurements used to track how well a person, team, or organization is achieving its goals. They act like report cards, providing clear signs of progress or areas needing improvement. For investors, KPIs help assess the health and future potential of a business by highlighting its most important strengths and challenges.

Restoration Determination financial

"a “Restoration Determination”"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What will Amir Ofri receive after his resignation from XTND?

His salary and benefits continue through December 31, 2026. The agreement provides for a termination payment equal to three times his monthly salary on that date, a one-time gross payment of NIS 30,000 (approximately $9,636) in lieu of a vehicle allowance, and accrued amounts due under Israeli law.

Which XTND executives have a 15% salary reduction, and when can it end?

The reduction applies to Aviv Shapira, Tal Horesh, Reuven Liani and Matteo Shapira, effective December 1, 2026. It lasts until the compensation committee determines there has been sufficient share-price improvement or sufficient debt or equity financing has closed. Restoration takes effect on the first day of the following calendar month, subject to continued employment through that date.

How does Mor Swiel's XTND RSU award vest?

Swiel received 570,000 RSUs in three equal tranches of 190,000, vesting in equal monthly installments over 36 months beginning September 3, 2026. The first tranche has no key performance indicator condition; the second and third require achievement of their key performance indicators on or before March 1, 2027, and September 1, 2027, respectively.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0002111860 0002111860 2026-10-22 2026-10-22

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 22, 2026

Xtend AI Robotics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-43471		38-4385227
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5247 Crossroads Park Drive Tampa, Florida		33610
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (813) 621-8965

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, par value $0.0001 per share		XTND		New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Separation of Chief Operating Officer

On October 22, 2026, the Xtend AI Robotics, Inc.’s (the “Company”) subsidiary, XTEND Reality Expansion Ltd., and Amir Ofri, the Company’s Chief Operating Officer, entered into a Termination of Employment by Mutal Agreement (the “Termination Agreement”) providing for the resignation of Mr. Ofri from his position as the Chief Operating Officer of the Company on October 31, 2026 (the “Separation Date”). The Termination Agreement also includes non-solicitation, non-disclosure and non-disparagement obligations following December 31, 2026 (the “Termination Date”).

Following the Separation Date, Mr. Ofri is entitled in accordance with the Termination Agreement to (i) the continuation of his base salary and benefits through the Termination Date, (ii) the continued vesting of his equity awards in accordance with their terms, (iii) a termination payment equal to three times his monthly salary to be granted on the Termination Date, (iv) a one-time gross payment of NIS 30,000 (equal to approximately $9,636) in lieu of a vehicle allowance and (v) all accrued amounts due under Israeli law.

The foregoing description of the Termination Agreement is not complete, and is qualified in its entirety by the full text of the Termination Agreement which is attached hereto as Exhibit 10.1.

Amendments to Employment Agreements

On October 24, 2026, each of Messrs. A. Shapira, Horesh, Liani, M. Shapira and Swiel entered into amendments (collectively, the “Amendments”) to their employment agreements executed on September 3, 2026 (collectively, the “Initial Agreements”), as further described below. A copy of each Amendment is attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6, respectively. The summaries of the terms of these Amendments included in this Current Report on Form 8-K are not complete descriptions thereof and are qualified in their entirety by the full text thereof.

Pursuant to the terms of the Amendments, all of the then-outstanding an unvested restricted stock units (“RSUs”) held by each of Messrs. A. Shapira, Horesh, Liani, M. Shapira and Swiel shall become fully vested immediately prior to, and subject to, the consummation of a Change in Control (as defined in the Company’s 2026 Equity Incentive Plan).

Further, pursuant to the terms of Messrs. A. Shapira, Horesh, Liani, and M. Shapira’s Amendments, effective December 1, 2026, their salary shall be reduced by 15% of their then-current salary (the “Base Salary”); provided, however, that that such reduction shall be temporary and shall remain in effect only until the Compensation Committee of the Board of Directors determines there has been sufficient improvement in the share price or that a sufficient debt or equity financing has been closed by the Company (a “Restoration Determination”), and, effective as of the first day of the calendar month following the closing of a Restoration Determination, the annual salary shall automatically be restored to the Base Salary, subject to each of Messrs. A. Shapira, Horesh, Liani, and M. Shapira’s continued employment through such date, without any further action required by either party. As such, pursuant to the Amendments, Mr. A. Shapira’s salary is $425,000 per year, Mr. Horesh’s salary is $340,000 per year, M. Liani’s salary is $327,250 per year and Mr. M. Shapira’s salary is $327,250 per year.

In addition, if at any time prior to the restoration of the Base Salary, (i) any of Messrs. A. Shapira, Horesh, Liani or M. Shapira’s employment is terminated by the Company other than for Cause (as described in the Initial Agreements) or (ii) any of Messrs. A. Shapira, Horesh, Liani or M. Shapira resigns for Good Reasons (as described in the Initial Agreements), then any severance, notice-period pay or other compensation benefit payable in connection with such termination or resignation determined by reference to the salary shall be calculated on the basis of the Base Salary, without giving effect to the salary reduction described in the preceding paragraph.

Pursuant to the terms of his respective Amendment, Mr. Swiel received a grant of 570,000 RSUs, subject to the terms and conditions of the restricted stock unit award agreement, which will vest monthly over 36 months in 36 equal monthly installments commencing on September 3, 2026, and shall be divided into three equal tranches of

190,000 RSUs each, each of which shall vest in equal monthly installments over such 36 month period, such that (i) the first tranche shall not be subject to any key performance indicators; (ii) the vesting of the second tranche shall begin on September 3, 2026 but shall be conditioned upon the achievement of the key performance indicators which must occur on or prior to March 1, 2027; and (iii) the vesting of the third tranche shall begin on September 3, 2026 but shall be conditioned upon the achievement of the key performance indicators which must occur on or prior to September 1, 2027.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1#		Termination of Employment by Mutal Agreement, dated as of October 22, 2026, by and between Xtend Reality Expansion Ltd. and Amir Ofri.
10.2#		First Amendment to Employment Agreement, dated as of October 24, 2026, by and between Xtend Reality Expansion Ltd. and Aviv Shapira.
10.3#		First Amendment to Employment Agreement, dated as of October 24, 2026, by and between Xtend Reality Expansion Ltd. and Tal Horesh.
10.4#		First Amendment to Employment Agreement, dated as of October 24, 2026, by and between Xtend Reality Expansion Ltd. and Reuven Liani.
10.5#		First Amendment to Employment Agreement, dated as of October 24, 2026, by and between Xtend Reality Expansion Ltd. and Matteo Shapira.
10.6#		First Amendment to Employment Agreement, dated as of October 24, 2026, by and between Xtend Reality Expansion Ltd. and Mor Swiel.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Indicates a management contract or compensatory plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

XTEND AI ROBOTICS, INC.
By:		/s/ Aviv Shapira
Name:		Aviv Shapira
Title:		Chief Executive Officer

Date: October 26, 2026

Filing Exhibits & Attachments

9 documents

Agreements & Contracts

• EX-10.1 EX-10.1 28.5 KB
• EX-10.2 EX-10.2 6.6 KB
• EX-10.3 EX-10.3 6.6 KB
• EX-10.4 EX-10.4 6.6 KB
• EX-10.5 EX-10.5 6.6 KB
• EX-10.6 EX-10.6 9.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB