Opening the filing
8-K
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act. 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
Asset Sale and Purchase Agreement On October 12, 2026, Aibotics Inc. (the "Company") entered into an Asset Sale and Purchase Agreement (the "Purchase Agreement") with PlayJamaica Limited, a company organized under the laws of Jamaica ("PlayJamaica"). Under the Purchase Agreement, the Company agreed to acquire certain assets of PlayJamaica's related robotics, drone services, artificial intelligence and mapping solutions.
The acquired assets include robotics and drone equipment, mapping equipment and related tangible assets, the NovaCore Labs name, logos and branding, customer and vendor data and other business records, intellectual property including operating methodologies, standard operating procedures and the NovaCore Nexus software, assignable contracts, software, the novacorelabs.com domain and related email and social media accounts, and associated goodwill. PlayJamaica retains its virtual reality, simulator, creative services, event production and esports businesses and the PlayJamaica brands.
Consideration. As consideration, the Company agreed to issue to PlayJamaica 22,500 shares of the Company's Series B Preferred Stock, with an aggregate stated value of $225,000. PlayJamaica may earn up to an additional $3,000,000 in Series B Preferred Stock if the acquired business generates up to $5,000,000 in cumulative gross revenue during the four years after closing. The earn-out is payable in four tranches of $750,000 each upon reaching cumulative revenue of $500,000, $1,500,000, $3,000,000 and $5,000,000.
Liabilities. The Company does not assume any liabilities of PlayJamaica except those set forth on Schedule 1.4 to the Purchase Agreement, which consist of approximately $35,000 of liabilities relating to certain drones and generators.
Management and funding. The Purchase Agreement provides that Gregory Moore will be appointed President of the Subsidiary and that the Subsidiary will enter into an employment agreement with him. The Company and Mr. Moore will develop a budget to deploy $1,000,000 of capital in the Subsidiary over a 12-month period, which the Company intends to fund with proceeds of an offering under Regulation A. If the Company fails to fund the Subsidiary under the budget and does not cure within 30 days after written notice, PlayJamaica may request to repurchase the assets by returning the Series B Preferred Stock and repaying amounts advanced, over 12 months with interest at 8% per annum, under a secured promissory note.
Other terms. The Purchase Agreement contains customary representations, warranties, covenants and closing conditions. Representations and warranties survive for two years after closing, except those regarding title, authority and intellectual property ownership, which survive indefinitely. Indemnification claims are subject to a $10,000 aggregate threshold, with exceptions, and the Company's indemnification liability is capped at the purchase price. Either party may terminate the Purchase Agreement if closing has not occurred by December 31, 2026.
The foregoing descriptions are summaries, do not purport to be complete, and are qualified in their entirety by reference to the Purchase Agreement, which is filed as Exhibits 10.1, to this Current Report and incorporated by reference.
The Employment Agreement is governed by Florida law, subject to mandatory Jamaican employment law.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets On October 14, 2026, the Company completed the acquisition of the NovaCore Labs assets under the Purchase Agreement and issued 22,500 shares of Series B Preferred Stock to PlayJamaica. The information in Item 1.01 is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities The information in Item 1.01 regarding the issuance of Series B Preferred Stock is incorporated by reference into this Item 3.02. On October 14, 2026, the Company issued 22,500 shares of Series B Preferred Stock to PlayJamaica as consideration for the acquired assets. The Company may issue additional shares of Series B Preferred Stock under the earn-out.
Each share of Series B Preferred Stock is convertible at the holder's option into shares of Common Stock having an aggregate Fair Market Value equal to the Series B Conversion Price, initially $10.00. Fair Market Value means 80% of the lowest closing price of the Common Stock during the 20 trading days before the conversion date. A holder may not convert to the extent it would beneficially own more than 4.9% of the outstanding Common Stock.