UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 3, 2026, AGNT, Inc. (the “Company”) entered into a stock purchase agreement with Frank Selden as trustee of the Gratitude 2022 Trust, as amended and restated (the “Investor”) to purchase 8,693,290 shares of common stock (the “Purchased Shares”) from the Investor. The purchase of the Purchased Shares will close subject to the satisfaction or waiver of customary closing conditions, including the accuracy of the parties’ respective representations and warranties and compliance with the parties’ respective covenants, as well as the satisfactory receipt by the Company’s transfer agent of a duly executed stock transfer power, bearing a medallion signature guarantee, evidencing the transfer of the Purchased Shared to the Company. The purchase price for the Purchased Shares will be $3.68 per share, equal to the volume-weighted average price of the Company’s common stock over the five trading days preceding the pricing date, less a 10% discount. The stock purchase agreement will automatically terminate if the closing has not occurred on or before September 11, 2026, although the Company may unilaterally extend that date under certain circumstances, and the parties may otherwise agree in writing to extend it.
The foregoing is only a brief description of the material terms of the stock purchase agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the stock purchase agreement. The stock purchase agreement is filed as an exhibit to this Current Report on Form 8-K, which is incorporated by reference herein.
The sole beneficiaries of the Gratitude 2022 Trust are adult family members of Glenn Sanford, the Company’s Chairman and Chief Executive Officer. The stock purchase agreement and the transactions contemplated thereby were reviewed and approved by the audit committee of the Board, consisting solely of independent and disinterested directors, in accordance with the Company’s related person transaction policy, and the audit committee determined that the purchase price is fair to, and in the best interests of, the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||
10.1* | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
*Certain personal information contained in this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is (i) not material and (ii) is the type of information the registrant treats as private.