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) November 20, 2023
Global AI, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-163439 | 26-4170100 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
110 Front Street Suite 300 Jupiter, FL | 33477 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (561) 240-0333
Wall Street Media Co, Inc.
(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 (see General Instruction A.2. below):
| ☐ | 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 | ||
| N/A | N/A | N/A |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement
The information under Item 3.02 below is incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities
On November 1, 2023 and November 20, 2023, Global AI, Inc. (the “Company”) entered into Subscription Agreements with certain investors, pursuant to which the investors purchased an aggregate of 10,000,000 shares of the Company’s Class B common stock, par value $0.001, at a price of $0.10 per share (the “Shares”) for an aggregate purchase price of $1,000,000 (the “Subscription Agreements”).
The issuance of the Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506 of Regulation D promulgated thereunder.
The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of Subscription Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Subscription Agreement. | |
| 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 thereunto duly authorized.
| Date: November 24, 2023 | GLOBAL AI, INC. | |
| By: | /s/ Abhinav Somani | |
| Abhinav Somani | ||
| Chief Executive Officer | ||