Form 8-K

8-K — Brightline Interactive, Inc./NV

Accession: 0001493152-26-043847

Filed: 2026-09-23

Period: 2026-09-21

CIK: 0001854445

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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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): September 21, 2026

BRIGHTLINE

INTERACTIVE, INC./NV

BRIGHTLINE

INTERACTIVE, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-40556

81-2958271

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

21745 Red Run Drive

Ashburn, VA 20147

(Address of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (703)-594-7496

West 38th St., 12th

Floor

New York, NY 10018

(Former address of principal executive offices) (Zip Code)

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 $0.001 per share

BTLN

The

Nasdaq Stock Market LLC

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 ☐

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 3.03 Material Modification to Rights of Security Holders.

September 21, 2026, Brightline Interactive, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of

Change”) pursuant to Section 78.209 of the Nevada Revised Statutes (the “NRS”) with the Secretary of State of the State

of Nevada to effect a one-for-eight (1-for-8) reverse stock split (the “Reverse Stock Split”) of the Company’s authorized

and outstanding common stock, par value $0.001 per share (the “Common Stock”) effective as 12:01 a.m. Eastern Time on September

28, 2026. The Reverse Stock Split was approved by the Company’s Board of Directors by unanimous written consent dated September

13, 2026, without stockholder approval, as permitted under Section 78.207 of the NRS.

The

Company expects that its Common Stock will begin trading on a post-split basis under the Company’s existing trading symbol, “BTLN,”

when the market opens on September 28, 2026. The new CUSIP identifier for the Common Stock following the Reverse Stock Split will be

37892C205.

a result of the Reverse Stock Split, every eight shares of Common Stock will be automatically combined into one share of Common Stock.

The total number of authorized shares of Common Stock will be proportionally reduced following the Reverse Stock Split. No fractional

shares will be issued in connection with the Reverse Stock Split. Instead, fractional shares resulting from the Reverse Stock Split will

be rounded up to the nearest whole share at the Depository Trust Company participant level. The reverse stock split affects all stockholders

proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (other than the

nominal effect of the treatment of fractional shares). Proportionate adjustments for the Reverse Stock Split will be made to the per

share exercise price and the number of shares issuable upon the exercise of warrants, the number of shares reserved for issuance under

the Company’s equity incentive plan, and all then-outstanding awards under the Company’s equity incentive plan, as applicable.

The Reverse Stock Split will not change the par value of the Common Stock or modify any voting rights or other terms of the Common Stock.

The

foregoing summary of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the full

text of the Certificate of Change, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated

herein by reference.

Item

7.01 Regulation FD Disclosure.

September 23, 2026, the Company issued a press release affirming its intent to remain listed on the Nasdaq Capital Market, announcing

the above referenced Reverse Stock Split and confirming it has submitted its appeal of the previously announced Staff delisting determination

in connection with Nasdaq Listing Rule 5550(a)(2), requiring a minimum bid price of at least $1.00 per share (the “Bid Price Requirement”).

Subject to the scheduling of the Nasdaq Hearing Panel and trading in the Company’s common stock following the Reverse Stock Split,

the Company anticipates that it will regain compliance with the Bid Price Requirement in advance of its hearing before the Nasdaq Hearing

Panel, at which time the Nasdaq staff’s delisting determination will be mooted out and the delisting terminated. A copy of the

press release is attached hereto as Exhibit 99.1.

The

information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section

18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except

as shall be expressly set forth by specific reference in such filing.

Forward-Looking

Statements

This

report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “intent,” “anticipate,” “expects,”

“will,” and “believe,” or the negative thereof or other variations thereon or comparable terminology are used

to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes

that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business

and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some

of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed

in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission,

which include, without limitation, the anticipated timing and benefits of the Reverse Stock Split, and the Company’s ability to

maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made and

the Company undertakes no duty to update or revise any forward-looking statements, except as required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Certificate of Change, effective September 28, 2026

99.1

Press Release, dated September 23, 2026

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.

BRIGHTLINE

INTERACTIVE, INC.

Date:

September 23, 2026

/s/

Tyler Gates

Name:

Tyler

Gates

Title:

President

and Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Brightline

Interactive Announces Reverse Stock Split of the Company’s Common Stock to Regain Compliance with Nasdaq Bid Price Requirement

ASHBURN,

VA – September 23, 2026 – Brightline Interactive, Inc. (“Brightline” or the “Company”) (NASDAQ: BTLN),

today announced a planned reverse stock split of its authorized and outstanding shares of common stock at a ratio of 1-for-8. The reverse

stock split will take effect as of 12:01 a.m. ET, on September 28, 2026, and shares of Brightline will trade on a post-split basis on

Nasdaq under the existing trading symbol, “BTLN,” at the market open on September 28, 2026. The reverse split is intended

to allow the Company to regain compliance with the Nasdaq Bid Price Requirement. Following the reverse stock split, the new CUSIP number

of the common stock will be 37892C205, with the par value per share of common stock remaining at $0.001. A proportionate adjustment will

be made to the per-share exercise prices and number of shares issuable under all outstanding warrants, options and equity awards.

When

the reverse stock split becomes effective, every 8 shares of the Company’s authorized and outstanding common stock will be combined

into one share of common stock. Each stockholder’s percentage ownership interest in Brightline will remain unchanged after the

reverse stock split. Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share of common

stock at the Depository Trust Company participant level.

previously disclosed, on March 13, 2026, the Company received deficiency notices from Nasdaq indicating that the closing bid price of

the Common Stock had been below $1.00 per share for 30 consecutive business days, and as such the Company was not in compliance with

the Bid Price Requirement. The Company failed to regain compliance within the 180-day grace period, and Nasdaq subsequently issued a

Staff Determination to delist the Company on September 11, 2026. The Company requested a hearing to appeal the Staff Determination, which

stayed the delisting determination, and has implemented the reverse split to regain compliance with the Bid Price Requirement. The Company

anticipates that it will regain compliance with the Bid Price Requirement prior to the date of the Nasdaq Hearing Panel, in which case

the Staff Determination would be mooted, and the Company would no longer be subject to delisting pursuant to the Staff Determination.

Regaining compliance with the Bid Price Requirement is subject to market trading and accordingly there can be no assurance that the Company

will regain compliance prior to the date of the Nasdaq Hearing Panel, or at all.

About

Brightline Interactive

Brightline

Interactive is building SpatialCore, an interoperability infrastructure platform for Physical AI. SpatialCore is designed to connect

real-world data from sensors, autonomous systems, digital twins, geospatial environments and other sources into a shared, AI-ready understanding

of the physical world. Brightline works across defense, government and commercial markets to enable people, AI and autonomous systems

to operate more effectively together. For more information, visit www.brightlineinteractive.com.

Cautionary

Statement on Forward-Looking Statements

This

press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act

of 1995, including statements related to Brightline Interactive’s strategy to regain compliance with Nasdaq listing requirements

and plans to conduct a reverse stock split. The words “plan,” “will,” “intend,” “anticipate,”

and similar expressions, or the negative of these words or other similar terms, are intended to identify forward-looking statements,

although not all forward-looking statements contain these identifying words. Although the Company believes that it is basing its expectations

and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no

assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause

the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors”

section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation,

its ability to regain and maintain compliance with Nasdaq’s continued listing standards and maintain the listing of its securities

on Nasdaq. All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no duty to update

or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Company

Contact

Demetrios

Soutsos, Chief Strategy Officer

info@brightlineinteractive.com

Media

Contact

Brightline:

brightline@samsonpr.com

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Cover

Sep. 21, 2026

Cover [Abstract]

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Current Fiscal Year End Date

--06-30

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