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

 

September 7, 2026

Date of Report (Date of earliest event reported)

 

Neighborhood Intelligence, Inc.

(Exact name of registrant as specified in its charter)

 

 

433 W. Ascension Way, 3rd Floor

Murray, Utah 84123

(Address of principal executive offices)(Zip Code)

 

(801) 947-3100

Registrant’s telephone number, including area code

 

Not Applicable

(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:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 ☐

 

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. ☐

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On September 7, 2026, Beyond Home Services, LLC (“Purchaser”), a Delaware limited liability company and wholly owned subsidiary of Neighborhood Intelligence, Inc., a Delaware corporation (the “Company”), and F9 Investments, LLC, a Florida limited liability company (“Seller”), mutually agreed to terminate the Agreement and Plan of Merger, dated as of July 23, 2026 (the “Merger Agreement”), by and among the Company, Purchaser, F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser, F9 Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser, Seller, F9 Brands, Inc., a Delaware corporation, and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 of the Merger Agreement, Tom Sullivan, the indirect owner of Seller (“Sullivan”), following Seller’s determination that it would be unable to satisfy certain conditions to the closing of the transactions contemplated by the Merger Agreement (the “Termination”).

 

Pursuant to the Merger Agreement, Purchaser’s obligations to close the transaction were contingent upon the satisfaction or waiver of certain closing conditions.  As of the time of the Termination such conditions were not satisfied and it was not foreseeable to either Purchaser or Seller that such conditions would become satisfied. Rather than continue to pursue the transaction, Purchaser and Seller mutually agreed to terminate the Merger Agreement.  The Merger Agreement provides that it may be terminated by the mutual written consent of Purchaser and Seller, and upon such termination, the Merger Agreement shall immediately become null and void and each of the parties to the Merger Agreement shall be relieved of their duties and obligations arising under the Merger Agreement after the date of such termination.

 

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2026, and is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K.

 

 

On September 8, 2026, the Company issued a press release announcing the Termination of the Merger Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference to this Item 7.01.

 

The information set forth in this Item 7.01 including the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities 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, regardless of any general incorporation language in such filing.

 

 

(d) Exhibits.

 

SIGNATURE

 

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.