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Form 8-K

sec.gov

8-K — Global AI, Inc.

Accession: 0001493152-26-033407

Filed: 2026-07-16

Period: 2026-07-09

CIK: 0001473490

SIC: 5960 (RETAIL-NONSTORE RETAILERS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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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): July 9, 2026

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)

(I.R.S.

Employer

Identification

Number)

110

Front Street, Suite 300, Jupiter, FL 33477

(Address

of principal executive offices) (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 (see General Instruction A.2.)

☐

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

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 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

On

July 9, 2026, Global AI, Inc. (the “Company”) and KSY Capital Investments, Inc (“KSY”) entered into a Subscription

Agreement (the “KSY Agreement”), pursuant to which the Company agreed to sell, and KSY agreed to purchase, 250,000 shares

of the Company’s Class A common stock for an aggregate purchase price of $500,000, representing a purchase price of $2.00 per share.

The

KSY Agreement contains customary representations and warranties for a transaction of this type.

The

share purchase closed on July 9, 2026, and the Company issued 250,000 shares of the Company’s Class A common stock on July 9, 2026

The

foregoing description of the KSY Agreement is qualified in its entirety by reference to the complete terms and conditions of the KSY

Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item

1.01.

Item

3.02. Unregistered Sales of Equity Securities.

The

information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference.

The

issuance of the shares described above was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder for transactions by an issuer not involving any public

offering. KSY represented that it is an “accredited investor” within the meaning of Regulation D, and the shares may

not be offered or sold in the United States absent registration or an applicable exemption from registration.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Subscription Agreement, dated as of July 9, 2026, by and between the registrant and KSY Capital Investments, Inc.

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.

GLOBAL AI, INC.

Dated: July 15, 2026

By:

/s/ Darko

Horvat

Name:

Darko Horvat

Title:

Chief Executive Officer

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SUBSCRIPTION

AGREEMENT

THIS

SUBSCRIPTION AGREEMENT (the “Agreement”) is dated as of July 9, 2026 by and between KSY Capital Investments, Inc of

registered address 701 Karns Ct, North Wales, PA 19454 (the “Purchaser”), and Global AI, Inc. a Nevada corporation

of registered address 110 Front Street, Suite 300, Jupiter, Florida 33477, (“Issuer). The Purchaser and Issuer, may hereinafter

be referred to as the “Parties” and each, a “Party.”

WHEREAS,

the Purchaser desires to subscribe for 250,000 shares of the Issuer’s Class A Common Stock, $0.001 (the “Shares”)

from the Issuer, and Issuer desires to issue the Shares to the Purchaser in exchange for a purchase price of $2.00 per Share for a total

purchase price of One Million One Hundred Thousand United States Dollars (USD $500,000.00) (the “Purchase Price”).

NOW

THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, and other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, the Parties hereby agree

as follows:

ARTICLE

I

PURCHASE

AND SALE

1.1 Purchase

and Sale; Purchase Price.

(a) Subject

to the terms and conditions set forth in this Agreement, Issuer shall deliver to Purchaser,

and Purchaser shall accept from Issuer, the Shares in exchange for the Purchase Price delivered

in the form of wire transfer.

(b) On

the terms set forth herein, the completion of the sale, assignment and issuance to and purchase

by the Purchaser of the Shares (the “Closing”) shall take place by conference

call and electronic communication (i.e., emails/pdf), on the date of this Agreement (the

“Closing Date”) and immediately following the execution of this Agreement

by the Parties.

1.2 Closing.

(a) Upon

Closing, Issuer shall deliver to Purchaser or make instruction to the transfer agent in respect

of fully executed documentation (including, without limitation, the Agreement) that completely

effectuates the sale of the Shares, including, but not limited to:

(i) evidence

that the Issuer’s officers or transfer agent (as applicable) has been instructed to,

and will, register the Purchaser as the legal owner of the Shares

(ii) and

such other documentation confirming the issuance of the Shares being purchased by Purchaser

and registered in the name of Purchaser;

1

(b) Upon

Closing, Purchaser shall deliver to Issuer the following:

(i) Fully

executed documentation, including, without limitation, the Agreement; and

(ii) payment

of the Purchase Price by the Purchaser to the Issuer to the following bank account of the

Issuer:

Account

Number:

BIC

/ SWIFT Address:

Beneficiary

Bank Routing Number:

Bank

of the Beneficiary:

(c) At

or promptly following Closing, each Party shall execute, acknowledge, and deliver (or cause

to be executed, acknowledged, and delivered) any and all certificates, schedules, agreements,

corporate resolutions, rulings, or other instruments as may be reasonably requested by the

other Party or their respective legal counsel, to effectuate or evidence the transactions

contemplated herein.

ARTICLE

II

REPRESENTATIONS

AND WARRANTIES

2.1 Representations

and Warranties of Issuer.

As

of the Closing, Issuer hereby makes the following representations and warranties to Purchaser:

(a) Full

Power and Authority. Issuer has full power and authority to enter into this Agreement

and to consummate the transactions contemplated hereby (including, without limitation to

allot and issue the Shares to the Purchaser) and all necessary corporate actions required

to issue the Shares has been taken. This Agreement has been duly and validly executed and

delivered by Issuer and constitutes the legal, valid and binding obligation of Issuer, enforceable

in accordance with its terms.

(b) No

Violation or Conflict; Consent. The execution, delivery and performance by Issuer of

this Agreement and consummation by Issuer of the transactions contemplated hereby do not

and will not: (i) violate any decree or judgment of any court or other governmental authority

applicable to or binding on Issuer or (ii) violate any contract to which Issuer is bound,

or conflict with, or constitute a default (or an event which with notice or lapse of time

or both would become a default) under, or give to others any rights of termination, amendment,

acceleration or cancellation of, any agreement, indenture or instrument to which Issuer is

a party or (iii) violate the terms of the Issuer’s constitutional documents or any

law binding on the Issuer.

2

(c) Title.

With respect to Shares, (i) the Shares when issued, sold and delivered to the Purchaser will

be issued, sold and delivered free and clear of any taxes and liens, security interests,

adverse claims or other encumbrances of any character whatsoever (“Encumbrances”),

other than restrictions on resales of the Shares that may exist under applicable securities

laws; (ii) the Shares, when issued, sold and delivered and paid for in accordance with the

terms of this Agreement, will be validly issued, fully paid and nonassessable, free from

all taxes and Encumbrances; (iii) the Shares to be issued are not and will not be as of the

date of Closing subject to any transfer restriction (including, without limitation, any rights

of pre-emption), other than the restriction that the Shares have not been registered under

the Securities Act of 1933, as amended (the “Securities Act”) and, therefore,

cannot be resold unless it is registered under the Securities Act or in a transaction exempt

from or not subject to the registration requirements of the Securities Act (“Permitted

Transfer Restriction”); (iv) upon the issuance of the Shares to Purchaser, Purchaser

will acquire good and marketable title thereto, and will be the legal and beneficial owner

of such the Shares, free and clear of any Encumbrances or transfer restrictions, other than

the Permitted Transfer Restriction; (v) there are no outstanding rights, options, subscriptions

or other agreements or commitments obligating Issuer with respect to the Shares, and Issuer

has not granted any person a proxy that has not expired or been validly withdrawn.

(d) Organization.

The Issuer is duly organized, validly existing as a corporation and in good standing under

the laws of its jurisdiction of organization. The Issuer is, and will be, duly licensed or

qualified as a foreign corporation for transaction of business and in good standing under

the laws of each other jurisdiction in which its ownership or lease of property or the conduct

of its business requires such license or qualification, and has all corporate power and authority

necessary to own or hold its properties and to conduct its business as described in the Regulatory

Documents, except where the failure to be so qualified or in good standing or have such power

or authority would not, individually or in the aggregate, have a material adverse effect

on or affecting the assets, business, operations, earnings, properties, condition (financial

or otherwise), stockholders’ equity or results of operations of the Issuer and its

subsidiaries, or prevent or materially interfere with consummation of the transactions contemplated

hereby.

(e) Issuer

is not, and immediately after the sale of the Shares hereunder will not be, an “investment

company” or a company “controlled” by an “investment company”

within the meaning of the Investment Company Act of 1940, as amended.

(f) Neither

this Agreement, the exhibits hereto, nor the materials and information contemplated by Section

2.2(e) of this Agreement, contain any untrue statement of a material fact, nor, to Issuer’s

knowledge, omit to state a material fact necessary in order to make the statements contained

herein or therein not misleading.

3

(g) Issuer’s

reports on Form 8-K, annual reports on Form 10-K, quarterly reports on Form 10-Q filed with

the Securities and Exchange Commission for each period falling in 2026 and the OTCQB Certifications

filed with OTC Markets for each period falling in 2026 (together the “Regulatory

Documents”), as of their respective filing dates (or, if amended or superseded

by a filing prior to the date of this Agreement, on the date of such amended or superseding

filing), complied in all material respects with the requirements of the Securities Act, the

Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder

applicable to such Regulatory Documents, and as of their respective dates (or, if amended

or superseded by a filing prior to the date of this Agreement, on the date of such amended

or superseding filing) none of the Regulatory Documents contained any untrue statement of

a material fact or omitted to state a material fact required to be stated therein or necessary

in order to make the statements therein, in light of the circumstances under which they were

made, not misleading.

(h) The

Issuer acknowledges that the Purchaser has relied on the representations and warranties given

by the Issuer in this Agreement in deciding to subscribe for the Shares and also to purchase

shares in the Issuer from other stockholders in the Issuer on or about the Closing Date.

(i) Issuer

confirms that the Issuer’s issued shares are currently held in book entry form with

the transfer agent.

2.2 Representations

and Warranties of Purchaser. As of the Closing, Purchaser hereby makes the following

representations and warranties to Issuer:

(a) Full

Power and Authority. Purchaser has full power and authority to enter into this Agreement

and to consummate the transactions contemplated hereby. This Agreement has been duly and

validly executed and delivered by Purchaser and constitutes the legal, valid and binding

obligation of Purchaser, enforceable in accordance with its terms.

(b) No

Violation or Conflict; Consent. The execution, delivery and performance by Purchaser

of this Agreement and consummation by Purchaser of the transactions contemplated hereby do

not and will not:, (i) violate any provision of any federal or state statute, rule or regulation

which is, to Purchaser’s knowledge, applicable to Purchaser; or (ii) violate any contract

to which Purchaser or any of its assets or properties are bound, or conflict with, or constitute

a default (or an event which with notice or lapse of time or both would become a default)

under, or give to others any rights of termination, amendment, acceleration or cancellation

of, any agreement, indenture or instrument to which Purchaser is a party. No consent or approval

of, or filing with, any governmental authority or other person not a party hereto is required

for the execution, delivery and performance by Purchaser of this Agreement or the consummation

of the transactions contemplated hereby, except for such consents or approvals that are obtained

on or before the closing date.

(c) Restricted

Securities. Purchaser understands that the Shares are characterized as “restricted

securities” under the Securities Act inasmuch as they were acquired from Issuer in

a transaction not registered under the Securities Act.

(d) Investment

Intent. Purchaser is acquiring the Shares for his own account and not with a view towards,

or for resale in connection with, the public sale or distribution thereof, except pursuant

to sales registered or exempted under the Securities Act.

4

(e) Information.

The Purchaser and its advisors, if any, have been furnished with all materials relating to

the business, finances and operations of the Issuer and materials relating to the offer and

sale of the Shares, in each case, which have been reasonably requested by the Purchaser or

its advisors. The Purchaser and its advisors, if any, have been afforded the opportunity

to ask questions of the Issuer and have reasonably relied on all responses given by (or on

behalf of) the Issuer in writing in entering into this Agreement.

(f) Governmental

Review. The Purchaser understands that no United States federal or state agency or any

other government or governmental agency has passed upon or made any recommendation or endorsement

of the Shares.

(g) Authorization;

Enforcement. This Agreement has been duly and validly authorized. This Agreement has

been duly executed and delivered on behalf of the Purchaser, and this Agreement constitutes

a valid and binding agreement of the Purchaser enforceable in accordance with its terms.

ARTICLE

III

3 Miscellaneous

3.1 Entire

Agreement. The Agreement contains the entire understanding of the Parties with respect

to the subject matter hereof and supersedes all prior agreements and understandings, oral

or written, with respect to such matters.

3.2 Amendments;

Waivers. No provision of this Agreement may be waived or amended except in a written

instrument signed, in the case of an amendment, by Issuer and Purchaser or, in the case of

a waiver, by the Party against whom enforcement of any such waiver is sought. No waiver of

any default with respect to any provision, condition or requirement of this Agreement shall

be deemed to be a continuing waiver in the future or a waiver of any other provision, condition

or requirement hereof, nor shall any delay or omission of either Party to exercise any right

hereunder in any manner impair the exercise of any such right accruing to it thereafter.

3.3 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties

and their respective successors and permitted assigns.

3.4 No

Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties

hereto and their respective successors and permitted assigns and is not for the benefit of,

nor may any provision hereof be enforced by, any other person or entity.

5

3.5 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation

of this Agreement shall be governed by and construed and enforced in accordance with the

internal laws of the State of Nevada, without regard to the principles of conflicts of law

thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state

and federal courts sitting in Nevada for the adjudication of any dispute hereunder or in

connection herewith or with any transaction contemplated hereby or discussed herein, and

hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

claim that it is not personally subject to the jurisdiction of any such court, that such

suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service

of process and consents to process being served in any such suit, action or proceeding by

mailing a copy thereof via registered or certified mail or overnight delivery (with evidence

of delivery). Nothing contained herein shall be deemed to limit in any way any right to serve

process in any manner permitted by law. Each Party irrevocably waives, to the fullest extent

permitted by applicable law, any and all right to trial by jury in any legal proceeding arising

out of or relating to this Agreement or the transactions contemplated hereby. If either Party

shall commence an action or proceeding to enforce any provisions of the documents contemplated

herein, then the prevailing Party in such action or proceeding shall be reimbursed by the

other Party for its reasonable attorneys’ fees and other costs and expenses incurred

with the investigation, preparation and prosecution of such action or proceeding.

3.6 Survival.

The representations, warranties, agreements and covenants contained herein shall survive

the Closing for six (6) months thereafter.

3.7 Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together

shall be considered one and the same agreement and shall become effective when counterparts

have been signed by each Party and delivered to the other Party, it being understood that

the Parties need not sign the same counterpart. In the event that any signature is delivered

by email transmission, such signature shall create a valid and binding obligation of the

Party executing (or on whose behalf such signature is executed) the same with the same force

and effect as if such email (pdf) signature page were an original thereof.

3.8 Severability.

In case any one or more of the provisions of this Agreement shall be invalid or unenforceable

in any respect, the validity and enforceability of the remaining terms and provisions of

this Agreement shall not in any way be affecting or impaired thereby and the Parties will

attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute

therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

3.9 Announcements.

The Issuer shall ensure it keeps the details of this Agreement confidential, save to

the extent any such disclosure is required by law or regulations or the disclosure is made

to the Issuer’s officers, directors or professional representatives. Prior to making

any public disclosure or announcements, the Parties shall each (acting reasonably and in

good faith) agree the form of wording to be used in advance.

6

3.10 Notices.

All notices or other communications required or permitted by this Agreement shall be in writing

and sent to the other Party at the address or email address set forth by their name below

or to such other address or email address as may be specified by any such Party to the other

Party pursuant to notice given by such Party in accordance with the provisions of this Section,

and shall be deemed to have been duly received:

(a)

if delivered by hand, at the time the notice is left at the

relevant address shown below,

(b)

if sent by post or courier, two days after posting to the relevant

address shown below,

(c)

if sent by email, on the next day after being sent to the email

address shown below (as recorded on the device which the sender sent the email).

KSY

Capital Investments, Inc

Attention

of : Ryan Lee

Address:

701 Karns Ct, North Wales, PA 19454

Email:

Global

AI, Inc.

Attention

of : Darko Horvat

Address:

110 Front Street, Suite 300, Jupiter, Florida 33477

Email:

3.11 Headings.

The headings used in this Agreement are for convenience of reference only and shall not be

deemed to limit, characterize or in any way affect the interpretation of any provision of

this Agreement.

[Signature

page follows]

7

IN

WITNESS WHEREOF, the Parties have caused this Subscription Agreement to be duly executed as of the date first indicated above.

ISSUER

Global

AI, Inc.

/s/

Darko Horvat

By:

Darko

Horvat

Title:

Chairman

and Chief Executive Officer

PURCHASER

KSY

Capital Investments, Inc

/s/

Ryan Lee

By:

Ryan

Lee

Title:

President

[Signature

Page to Subscription Agreement]

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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