Global AI, Inc. Files 8-K for Material Agreement

TL;DR

Global AI, Inc. just filed an 8-K for a material agreement - check it out!

AI Summary

Global AI, Inc. filed an 8-K on January 7, 2025, reporting a material definitive agreement and financial statements as of December 31, 2024. The company, formerly known as Wall Street Media Co, Inc., Bright Mountain Holdings, Inc., and My Catalogs Online, Inc., is incorporated in Nevada and based in Jupiter, Florida.

Why It Matters

This filing indicates a significant business development or transaction for Global AI, Inc., requiring disclosure to investors.

Risk Assessment

Risk Level: medium — The filing is a standard 8-K for a material agreement, but the lack of specific details about the agreement itself warrants a medium risk assessment.

Key Players & Entities

• Global AI, Inc. (company) — Registrant
• Wall Street Media Co, Inc. (company) — Former Company Name
• Bright Mountain Holdings, Inc. (company) — Former Company Name
• My Catalogs Online, Inc. (company) — Former Company Name
• December 31, 2024 (date) — Date of earliest event reported
• January 7, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $490,000 — total combined amount (or value) of (i) $490,000 in cash (subject to certain provisions
• $510,000 — of identified loan payments); and (ii) $510,000 in either cash or 255,000 shares of com
• $0 — common stock of the Acquirer, par value $0.001, with each share having an agreed u
• $2.00 — re having an agreed upon fixed value of $2.00 (or a combination thereof, as determine
• $1,000,000 — er at its sole discretion); totaling to $1,000,000, which constitutes the equity value of

Filing Documents

• form8-k.htm (8-K) — 47KB
• ex10-1.htm (EX-10.1) — 469KB
• ex99-1.htm (EX-99.1) — 24KB
• ex99-1_001.jpg (GRAPHIC) — 29KB
• 0001493152-25-001227.txt ( ) — 854KB
• glai-20241231.xsd (EX-101.SCH) — 3KB
• glai-20241231_lab.xml (EX-101.LAB) — 33KB
• glai-20241231_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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): December 31, 2024 Global AI, Inc. (Exact name of registrant as specified in its charter) Nevada 333-163439 26-4170100 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 110 Front Street , Suite 300 , Jupiter , FL 33477 (Address of principal executive offices, including Zip Code) (561) 240-0333 (Registrant's telephone number, including area code) N/A (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 240.13a-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 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 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. Share Purchase Agreement, dated as of December 31, 2024: On December 31, 2024, Global AI, Inc., a Nevada corporation (the "Acquirer"), Tectu Biz Ltd., a company organized under the laws of the State of Israel (the "Company"), and certain shareholders of the Company as identified on Exhibit A thereto (the "Sellers"), entered into that certain Share Purchase Agreement (the "Agreement") in respect of the purchase by the Acquirer and sale by the Sellers of the entire share capital of the Company compromising of 4,000,000 ordinary shares of the Company ("Company Shares"), each having a nominal value of 0.01 New Israel Shekels, free and clear from any and all encumbrances (the "Share Purchase"). Immediately following the consummation of the closing of the Share Purchase, the Acquirer shall hold one hundred percent (100%) of the issued and outstanding share capital of the Company on a fully-diluted basis. As consideration for the Share Purchase, the Acquirer shall pay the Sellers at closing a total combined amount (or value) of (i) $490,000 in cash (subject to certain provisions in respect of identified loan payments); and (ii) $510,000 in either cash or 255,000 shares of common stock of the Acquirer, par value $0.001, with each share having an agreed upon fixed value of $2.00 (or a combination thereof, as determined by the Acquirer at its sole discretion); totaling to $1,000,000, which constitutes the equity value of the Company on a cash-free/debt-free basis as of December 31, 2024. The Agreement provides for certain representations, covenants and indemnification obligations that are customary for these types of transactions. Further, the closing of the Share Purchase is subject to certain conditions to closing, including but not limited to the delivery by the Company to the Acquirer of certain audited financial statements of the Company for the fiscal years ending December 31, 2023 and December 31, 2024 by a Public Company Accounting Oversight Board ("PCAOB") qualified auditor (which is reasonably acceptable to the Acquirer) in accordance with PCAOB standards. In connection with the Closing of the Share Purchase, the Acquirer expects to enter two additional agreements: (i) certain employment agreements with the Sellers; and (ii) certain option agreements as part of the Acquirer's equity incentive plan in respect of the receipt of options or other restricted securities by certain holders of options to purchase Company Shares (amounting together to an aggregate number of 5,745,000 options to purchase shares of common stock of the Acquirer under terms to be agreed). The information set forth above is qualified in its entirety by reference to the Agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.1. Item 7.01 Regulation FD Disclosure. On January 7, 2025, the Acquirer issued a press release announcing the signing of the Agreement by the parties thereto. A copy of the press re

View Full Filing

View this 8-K filing on SEC EDGAR