Form 8-K

8-K — Fabric.AI, Inc.

Accession: 0001493152-26-030157

Filed: 2026-06-25

Period: 2026-06-18

CIK: 0001086745

SIC: 4899 (COMMUNICATION SERVICES, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

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): June 18, 2026

Fabric.AI,

Inc.

(Exact

name of Registrant as specified in its charter)

Delaware

001-34643

98-0204758

(State

or other jurisdiction

incorporation)

(Commission

File

No.)

(IRS

Employer

Identification

No.)

Fabric.AI,

Inc.

1185

Avenue of the Americas

New

York, NY 10036

(Address

of principal executive offices and zip code)

Registrant’s

telephone number, including area code: 512-994-4917

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 240.13e-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 $0.0001 per share

FABC

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

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Incentive

Plan Amendment

June 18, 2026, Fabric.AI, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”).

At the Company’s Annual Meeting, the Company’s stockholders approved the fifth amendment (the “Incentive Plan Amendment”)

to the Fabric.AI, Inc. Long-Term Incentive Plan, as amended (the “Incentive Plan”), to increase the aggregate number of shares

of common stock, par value $0.0001 per share (the “Common Stock”), available for the grant of awards under the Incentive

Plan by 4,600,000, to a total of 5,000,000 shares of Common Stock.

For

more information about the Incentive Plan Amendment, see the Company’s definitive proxy statement on Schedule 14A filed with the

Securities and Exchange Commission on June 1, 2026 (the “Proxy Statement”), the relevant portions of which are incorporated

herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its

entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current

Report on Form 8-K and is incorporated by reference herein.

Item

5.07 Submission of Matters to a Vote of Security Holders.

June 18, 2026, the Company held the Annual Meeting. As of the close of business on April 22, 2026, the record date for the Annual Meeting,

there were (i) 1,455,975 shares of Common Stock outstanding and entitled to an aggregate of 1,455,975 votes, (ii) 50 shares of Series

H-6 Convertible Preferred Stock, par value $0.0001 per share (“Series H-6 Preferred Stock”), outstanding and entitled to

an aggregate of 110 votes, (iii) 1,180 shares of Series H-7 Convertible Preferred Stock, par value $0.0001 per share (“Series H-7

Preferred Stock”), outstanding and entitled to an aggregate of 12,806 votes, and (iv) 7,000 shares of Series I Convertible Preferred

Stock, par value $0.0001 per share (“Series I Preferred Stock”), outstanding and entitled to an aggregate of 645,041 votes

after the application of the limitation on voting rights and the beneficial ownership limitations pursuant to the terms of the Series

I Preferred Stock as set forth in the certificate of designations for the Series I Preferred Stock, in each case, constituting all of

the eligible securities entitled to vote on the proposals described below. Holders of the Company’s Common Stock, Series H-6 Preferred

Stock, Series H-7 Preferred Stock and Series I Preferred Stock with a total aggregate voting power of 1,455,975 votes were present in

person or represented by proxy at the Annual Meeting.

the Annual Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. Each proposal is described

in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders. There were no broker-non-votes

for any of the proposals presented at the Annual Meeting.

The

final voting results are as follows:

Election

of five directors to serve on the Company’s board of directors for a term of one year or until their successors are elected

and qualified, for which the following are nominees: Joshua Silverman, Wayne R. Walker, Sebastian Giordano, Zvi Joseph, and Greg

Schiffman:

Nominee

Votes For

Votes Withheld

Joshua Silverman

766,032

4,774

Wayne R. Walker

766,312

4,494

Sebastian Giordano

763,493

7,313

Zvi Joseph

763,471

7,335

Greg Schiffman

764,405

6,401

Approval

of, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock (A) underlying (i) shares

of Series K convertible preferred stock, par value $0.0001 per share (the “Series K Preferred Stock”) and warrants (the

“Investor Warrants”) issued to investors pursuant to the terms of that certain Securities Purchase Agreement, dated as

of April 27, 2026, by and among the Company and the investors party thereto, (ii) warrants issued pursuant to the terms of that certain

engagement letter, dated April 23, 2026, between the Company and GP Nurmenkari Inc. (the “Placement Agent Warrants”),

(iii) shares of Series J convertible preferred stock, par value $0.0001 per share (the “Series J Preferred Stock”), issued

pursuant to that certain Joint Development and License Agreement, dated as of April 27, 2026, by and among the Company and Kopin

Corporation (“Kopin”), (iv) warrants issued pursuant to the terms of that certain amended and restated consulting agreement,

dated as of April 27, 2026, by and among the Company and JD Advisors, LLC (the “Consulting Warrants”), and (v) warrants

issued pursuant to the terms of that certain omnibus waiver, consent, notice and amendment agreement, dated April 27, 2026, by and

among the Company and the holders of Series H-7 Preferred Stock and Series I Preferred Stock (the “Waiver Warrants” and,

together with the Investor Warrants, Placement Agent Warrants and Consulting Warrants, the “Warrants”), in an amount

equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of such Series K Preferred Stock,

Series J Preferred Stock and Warrants (including any issuance of shares of Common Stock upon the operation of anti-dilution

provisions applicable to the Series K Preferred Stock, Series J Preferred Stock and Warrants in accordance with their terms):

For

Against

Abstain

749,771

16,235

4,800

Ratification

of the appointment of Stephano Slack LLC as the Company’s independent registered public accounting firm for the fiscal year

ending December 31, 2026:

For

Against

Abstain

769,211

1,277

318

Approval

of the Incentive Plan Amendment, to increase the total number of shares of the Common Stock authorized for issuance under the Incentive

Plan by 4,600,000, to a total of 5,000,000 shares:

For

Against

Abstain

746,560

23,549

697

Approval

of, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

For

Against

Abstain

752,517

15,779

2,510

Approval

of, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s named

executive officers (the “Say on Frequency Proposal”):

Three Years

Two Years

One Year

Abstain

695,109

10,378

15,431

49,888

Approval

of a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation

and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one

or more of the proposals presented at the Annual Meeting:

For

Against

Abstain

750,376

18,180

2,250

The

proposals described above were acted upon by the Company’s stockholders at the Annual Meeting. For more information about the foregoing

proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are

final voting results. No other matters were considered or voted upon at the Annual Meeting.

Say

on Frequency

June 25, 2026, the Company’s board of directors considered the outcome of the advisory vote on the Say on Frequency Proposal

and determined that future advisory votes on the compensation of our named executive officers will be conducted every three years. The

Company’s board of directors will re-evaluate this determination after the next stockholder advisory vote on the frequency of advisory

votes on the compensation of our named executive officers (which will be at the 2032 Annual Meeting of Stockholders, unless presented

earlier).

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

10.1

Fifth Amendment to the Fabric.AI, Inc. Long-Term Incentive Plan

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.

FABRIC.AI,

INC.

Date:

June 25, 2026

By:

/s/

Joshua Silverman

Joshua

Silverman

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FIFTH

AMENDMENT TO

FABRIC.AI,

INC. 2020 LONG-TERM INCENTIVE PLAN

This

FIFTH AMENDMENT TO FABRIC.AI, INC. 2020 LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of June 18,

2026, is made and entered into by Fabric.AI, Inc., a Delaware corporation (the “Company”). Terms used in this

Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Fabric.AI,

Inc. Long-Term Incentive Plan, as amended (collectively, the “Plan”).

RECITALS

WHEREAS,

Article 9 of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan

at any time and from time to time;

WHEREAS,

the Board desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan, as

set forth in Article 5 of the Plan, by an additional 4,600,000 shares of Common Stock; and

WHEREAS,

the Board intends to submit this Amendment to the Company’s stockholders for their approval.

NOW,

THEREFORE, in accordance with Article 9 of the Plan, the Company hereby amends the Plan as follows:

Section

5.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section

5.1:

5.1

Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock

that may be delivered pursuant to Awards granted under the Plan is five million (5,000,000) shares, of which one hundred percent (100%)

may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock,

Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the

term of the Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient

to satisfy the requirements of the Plan.

Except

as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

[Signature

page follows.]

WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date first written

above.

FABRIC.AI,

INC.

By:

/s/

Josua Silverman

Name:

Joshua

Silverman

Title:

Chief

Executive Officer

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