$MTWO·8-K

M2i Global, Inc. · Mar 23, 4:15 PM ET

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M2i Global, Inc. 8-K

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M2i Global, Inc. Announces Settlement of Lawsuit — Agrees to Transfer 12.5M Shares

What Happened M2i Global, Inc. reported that it reached a settlement with plaintiffs James Bernet, Kelsey James, LLC and BCA Cares, LLC related to claims from a 2022 consulting agreement and 2023 stock subscription agreements. A Nevada court entered a default judgment against the Company on November 12, 2025, awarding $18.0 million in damages and declaring the plaintiffs’ right to an aggregate of 100 million shares; the judgment allowed satisfaction of the money judgment by issuance of those shares. After mediation on March 10, 2026, the parties executed a long-form Settlement Agreement on March 19, 2026 under which M2i agreed to transfer 12,500,000 common shares to James Bernet and the parties agreed to mutual releases; the Company will seek to set aside the default judgment and dismiss the action after the transfer.

Key Details

  • Court judgment: Default judgment entered Nov. 12, 2025 awarding $18.0 million and declaratory relief to 100,000,000 shares; judgment could be satisfied by issuing those shares.
  • Company actions: Motion to set aside the default judgment filed Feb. 12, 2026 (pending). Mediation occurred Mar. 10, 2026; long-form settlement signed Mar. 19, 2026.
  • Settlement terms: M2i will initiate transfer of 12,500,000 common shares to James Bernet within five business days of the Settlement Agreement; settlement includes a leak-out resale provision and mutual releases.
  • Dismissal plan: Parties agreed to file a stipulation and proposed order to set aside the default judgment and dismiss the lawsuit within five days after Bernet receives the Settlement Shares.

Why It Matters This settlement resolves a litigation risk that included a large default judgment and a potential claim to 100 million shares. The immediate, concrete effect is the planned issuance/transfer of 12.5 million shares, which could dilute current shareholders depending on M2i’s total shares outstanding and any resale restrictions under the leak-out provision. The Company also has an outstanding motion to set aside the default judgment and intends to have the case dismissed after the share transfer. Investors should monitor forthcoming filings for details on the share issuance (timing, registration or transfer mechanics), any accounting or balance-sheet effects, and whether the Company discloses the impact on outstanding shares and EPS.

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