Global AI, Inc. Files 8-K on Officer/Director Changes

TL;DR

Global AI, Inc. (GAII) filed an 8-K detailing leadership changes and financial statements.

AI Summary

Global AI, Inc. filed an 8-K on September 26, 2025, reporting events as of September 19, 2025. The filing covers the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant changes in the leadership and governance of Global AI, Inc., which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with the filing of financial statements, can signal shifts in company strategy or financial health, warranting closer scrutiny.

Key Players & Entities

• Global AI, Inc. (company) — Registrant
• September 19, 2025 (date) — Earliest event reported
• September 26, 2025 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation
• 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

FAQ

Key Financial Figures

• $650,000 — eceive an initial annual base salary of $650,000 and will be eligible for annual incenti
• $18.75 million — Milestone Grants, with awards valued at $18.75 million to $37.5 million upon achievement of ce
• $37.5 million — with awards valued at $18.75 million to $37.5 million upon achievement of certain market capi

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex10-1.htm (EX-10.1) — 100KB
• ex99-1.htm (EX-99.1) — 13KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-25-014995.txt ( ) — 355KB
• glai-20250919.xsd (EX-101.SCH) — 3KB
• glai-20250919_lab.xml (EX-101.LAB) — 33KB
• glai-20250919_pre.xml (EX-101.PRE) — 22KB
• 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): September 19, 2025 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 12, 2025, the Board of Directors of Global AI, Inc., a Nevada corporation (the "Company") appointed Darko Horvat ("Mr. Horvat" or the "Executive") as Chief Executive Officer and Chairman of the Board (the "Appointment"), The Company and Mr. Horvat entered into an Executive Employment Agreement on September 19, 2025 (the "Agreement"), effective as of September 1, 2025. Under the Agreement, the Executive will receive an initial annual base salary of $650,000 and will be eligible for annual incentive compensation targeted at 50% of base salary, subject to performance against key performance indicators established by the Board of Directors. The Agreement also provides for equity incentives, including: Time-Based Stock Option Grant equal to 2.5% of outstanding equity, vesting over four years with a one-year cliff; Milestone-Based Stock Option Grant equal to 2.5% of outstanding equity, vesting over four years upon achievement of performance milestones; and Market Cap RSU Milestone Grants, with awards valued at $18.75 million to $37.5 million upon achievement of certain market capitalization thresholds, subject to Board approval and liquidity conditions. In addition, the Executive is entitled to a Sale Bonus equal to 1% of enterprise value upon consummation of a qualifying change of control transaction with a pre-determined enterprise value. The Agreement provides customary employee benefits, expense reimbursement, indemnification, and directors' and officers' liability insurance. It also includes confidentiality, non-competition (six months), non-solicitation (12 months), and mutual non-disparagement covenants. If the Executive is terminated without cause, the Agreement provides for severance benefits, including accrued obligations, separation payments, COBRA reimbursements, continued vesting of equity, and eligibility for certain milestone or transaction-based bonuses. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Mr. Horvat (age 58) the founder of Global.ai, brings more than three decades of international finance, capital markets, technology, and corporate leadership experience. Recognized as a Young Global Leader by the World Economic Forum in Davos in 2010, he has built, scaled, and advised companies across industries and continents, while leading complex, high-value cross-border transactions. Mr. Horvat's entrepreneurial journey began in Slovenia in 1989, where he launched new businesses and entered joint ventures with international corporations and financial institutions. In the early 1990s, he founded and built the country's largest regulated closed-end fund management

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View this 8-K filing on SEC EDGAR