Unicoin Inc. Files Material Definitive Agreement 8-K
| Field | Detail |
|---|---|
| Company | Unicoin Inc. |
| Form Type | 8-K |
| Filed Date | Sep 23, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, corporate-action
TL;DR
Unicoin Inc. signed a big deal, details TBD.
AI Summary
On September 23, 2025, Unicoin Inc. filed an 8-K report detailing a material definitive agreement. The company, formerly known as TransparentBusiness, Inc., is incorporated in Delaware and headquartered in New York. The filing does not disclose specific details of the agreement or any associated dollar amounts.
Why It Matters
This filing indicates a significant new contract or partnership for Unicoin Inc., which could impact its future business operations and financial performance.
Risk Assessment
Risk Level: medium — The filing reports a material definitive agreement, but the lack of specific details about the agreement and its terms introduces uncertainty.
Key Players & Entities
- Unicoin Inc. (company) — Registrant
- TransparentBusiness, Inc. (company) — Former company name
- September 23, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- New York (location) — Principal executive offices location
FAQ
What is the nature of the material definitive agreement filed by Unicoin Inc.?
The filing does not specify the nature of the material definitive agreement.
When was the material definitive agreement entered into by Unicoin Inc.?
The earliest event reported, which includes the entry into a material definitive agreement, is dated September 23, 2025.
What was Unicoin Inc.'s former company name?
Unicoin Inc.'s former company name was TransparentBusiness, Inc.
Where are Unicoin Inc.'s principal executive offices located?
Unicoin Inc.'s principal executive offices are located at 1 World Trade Center, 85th Floor, New York, New York 10007.
What is the SIC code for Unicoin Inc.?
The Standard Industrial Classification (SIC) code for Unicoin Inc. is 7372, which falls under SERVICES-PREPACKAGED SOFTWARE.
Filing Stats: 871 words · 3 min read · ~3 pages · Grade level 12.4 · Accepted 2025-09-23 16:00:58
Key Financial Figures
- $0.001 — nge on which registered Common stock, $0.001 par value per share; None None In
Filing Documents
- unicoin_8k.htm (8-K) — 31KB
- unicoin_exa.htm (EX-99.(A)) — 45KB
- unicoin_exb.htm (EX-99.(B)) — 33KB
- exa_001.jpg (GRAPHIC) — 637KB
- exa_002.jpg (GRAPHIC) — 233KB
- exa_003.jpg (GRAPHIC) — 388KB
- exa_004.jpg (GRAPHIC) — 365KB
- exa_005.jpg (GRAPHIC) — 855KB
- exa_006.jpg (GRAPHIC) — 800KB
- exa_007.jpg (GRAPHIC) — 775KB
- exa_008.jpg (GRAPHIC) — 423KB
- exa_009.jpg (GRAPHIC) — 841KB
- exa_010.jpg (GRAPHIC) — 850KB
- exa_011.jpg (GRAPHIC) — 751KB
- exa_012.jpg (GRAPHIC) — 485KB
- exb_001.jpg (GRAPHIC) — 849KB
- exb_002.jpg (GRAPHIC) — 794KB
- exb_003.jpg (GRAPHIC) — 775KB
- exb_004.jpg (GRAPHIC) — 416KB
- exb_005.jpg (GRAPHIC) — 847KB
- exb_006.jpg (GRAPHIC) — 850KB
- exb_007.jpg (GRAPHIC) — 751KB
- exb_008.jpg (GRAPHIC) — 485KB
- 0001829126-25-007604.txt ( ) — 17585KB
- cik0001740742-20250923.xsd (EX-101.SCH) — 3KB
- cik0001740742-20250923_lab.xml (EX-101.LAB) — 33KB
- cik0001740742-20250923_pre.xml (EX-101.PRE) — 22KB
- unicoin_8k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement On September 17, 2025, Unicoin Inc. (the "Company") delivered a letter to Mr. Barry Sawyer, as representative of New World Properties SPV Inc. and its investors (the "Notice"), regarding the status of the Company's asset-swap transactions with respect to Long Island Investments Ltd. and Newport Harbour Ltd. (together, the "Landholding Companies") under the Asset Swap Agreements (the "Agreements"). The Notice requested written confirmation from the investors, by September 23, 2025, as to whether they wish to proceed under the framework previously discussed (extension of ICO deadlines and conversion steps) or take the position that the Agreements have terminated pursuant to Amendment No. 2 to the Agreements. The Notice further reiterated that the Company remains open to good-faith discussions subject to applicable legal and regulatory considerations. In connection with the Notice, on September 16, 2025, the Company executed Amendment No. 2 (the "Amendment") to the Agreements. The Amendment, dated as of September 27, 2024, was previously executed by the counterparties in April 2025. With the Company's execution, the Amendment is now fully executed and effective as of its stated effective date of September 27, 2024. The Amendment provides, among other things, that if the parties did not agree on a new ICO date by January 30, 2025 and no regulatory delay was in effect, the Agreements would be deemed null and void ab initio, releasing all parties from liabilities or obligations thereunder. The foregoing description of the Notice and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Notice and the Amendment, which are filed as Exhibits A and B, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential continuation or termination of the Agreements, the extension of ICO deadlines, and the conversion of beneficial interests into legal ownership of the Landholding Companies. Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. Factors that could cause such differences include, among others, the Company's ability to reach agreement with counterparties, regulatory developments, and other risks described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law. 1
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit A — Letter from Unicoin Inc. to Barry Sawyer, dated September 17, 2025 (Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish an unredacted copy to the SEC upon request.) Exhibit B — Amendment No. 2 to Asset Swap Agreements with cover letter, dated as of September 27, 2024 (Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish an unredacted copy to the SEC upon request.) 2
SIGNATURES
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. UNICOIN INC. By: /s/ Eduardo Serrano Name: Eduardo Serrano Title: Senior Vice President and Legal Counsel Dated: September 23, 2025 3