Aibotics, Inc.: acquires NovaCore Labs assets for 22,500 Series B shares

What happened

• Aibotics, Inc. filed an 8-K reporting that on Oct 14, 2026 it completed the acquisition of certain NovaCore Labs assets from PlayJamaica Limited and issued 22,500 shares of its Series B Preferred Stock to PlayJamaica.
• The purchase agreement, dated Oct 12, 2026, provides for issuance of an additional up to $3,000,000 face value of Series B Preferred Stock if the acquired business generates up to $5,000,000 in cumulative gross revenue over the four years after closing (earn-out payable in four $750,000 tranches).

Key details

• Purchase price consideration: 22,500 shares of Series B Preferred Stock with an aggregate stated value of $225,000; earn-out up to $3,000,000 face value tied to cumulative gross revenue milestones of $500,000, $1,500,000, $3,000,000 and $5,000,000.
• Liabilities: Aibotics does not assume PlayJamaica liabilities except those listed on Schedule 1.4, approximately $35,000 relating to certain drones and generators.
• Management and funding: Gregory Moore to be president of the subsidiary (NovaCore); Aibotics and Mr. Moore will develop a budget to deploy $1,000,000 of capital to the subsidiary over 12 months, intended to be funded from a Regulation A offering; if Aibotics fails to fund as budgeted, PlayJamaica may request repurchase of the assets with repayment over 12 months at 8% per annum under a secured promissory note.
• Employment agreements: Aibotics entered into employment agreements with Gregory Moore and Ryan Moore dated Oct 12, 2026. Each will be issued 50,000,000 shares of common stock within 10 business days, vesting in three annual installments of 16,666,667, 16,666,667 and 16,666,666 shares. Gregory Moore will serve as CEO of NovaCore and is eligible for a cash bonus equal to 10% of NovaCore net income (capped at $500,000 per year) and milestone Series B issuances of $625,000 at $1,000,000 revenue by year two and $625,000 at $2,000,000 by year three. Ryan Moore is eligible for an 8% net income cash bonus (capped at $500,000) and the same milestone Series B awards.
• Securities terms and exemptions: Series B Preferred Stock is convertible at holder option into common stock at an initial conversion price of $10.00 (Fair Market Value defined as 80% of the lowest closing price during the 20 trading days before conversion); conversion limited to avoid beneficial ownership above 4.9%. The common shares issued to PlayJamaica and to the employees were issued in reliance on Section 4(a)(2) and/or Regulation S and carry restrictive legends.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), Item 2.01 (completion of acquisition), and Item 3.02 (unregistered sales of equity securities). Item 1.01 covers the asset purchase agreement terms, earn-out, liabilities assumed, management and funding arrangements, and indemnification and survival provisions. Item 2.01 reports that the acquisition closed on Oct 14, 2026 and the initial issuance of 22,500 Series B shares. Item 3.02 describes the conversion features of the Series B Preferred Stock, conversion limits and the exemptions relied upon for the unregistered issuances. The filing does not show why the insider traded or why the company acted.