StableX Technologies, Inc. 8-K

What Happened

• StableX Technologies, Inc. (to be renamed Fabric.AI, effective Apr 28, 2026; new ticker FABC on Apr 29, 2026) filed an 8-K announcing a strategic pivot from its prior digital-asset treasury strategy to AI infrastructure and fabless semiconductor technologies. On April 27–28, 2026 the company: (1) entered a Joint Development and License Agreement (JDA) with Kopin Corporation to co-develop GPU-to-GPU connectivity “Project Technology”; (2) agreed a concurrent Commercial Supply Agreement with Kopin; and (3) signed a securities purchase agreement for a $21.5 million private placement (Series K preferred + warrants) expected to close April 29, 2026.

Key Details

• JDA with Kopin (entered Apr 27, 2026): up to $15.0M in development funding (Company to issue an initial $5.0M purchase order within 10 business days), plus a potential production payment of ~$15–25M after a Successful Demo; Company and Kopin will jointly own Project Technology; Kopin receives Series J Convertible Preferred Stock equal to 19.9% of pro forma fully-diluted common (subject to anti-dilution mechanics).
• Supply Agreement: Company named exclusive seller of Products (worldwide, excluding sanctioned countries); Kopin retains manufacturing and priority for automotive/military/defense; Company may manufacture only upon defined “Inability to Supply” events.
• Private Placement (entered Apr 27; expected close Apr 29, 2026): sale of 21,500 shares of Series K Convertible Preferred (stated value $1,000 each) and warrants—aggregate gross proceeds $21,500,000; Series K initially convertible at $2.51 and accompanied by warrants exercisable at $2.51; Registration Rights and stockholder approval requirements noted (stockholder meeting required by June 26, 2026 for Nasdaq approval related to issuance limits).
• Other financing/terms: Series J conversion price $2.51; Series J dividends 6% p.a. (semi‑annual); Series K dividends 7% p.a. (compounded quarterly); placement agent GP Nurmenkari (GPN) to receive 8% cash fee and warrants equal to 8% of shares underlying the Series K issuance.
• Related corporate actions: amendments extending maturity of Series H-7 and Series I preferred to Oct 27, 2027 and issuance of up to 1,000,000 “Waiver Warrants” (exercise $5); amended consulting agreement with JD Advisors (Altucher) including up to 900,000 consultant warrants (various strike/tranche dates); Board approved equity awards for CEO Joshua Silverman (RSA valued $900,000) and director option grants (~$84,500 each), all subject to stockholder approval to increase Plan share limits.
• Rights Agreement amendment: Board declared Kopin an “Exempt Person” under the Company’s Rights Agreement so the rights plan does not apply to Kopin in connection with the JDA transactions.

Why It Matters

• The filing formalizes a material strategic shift to AI hardware and semiconductor development, anchored by a development and supply partnership with Kopin that includes initial funding, shared ownership of the Project Technology, and significant future payment contingencies tied to successful prototypes. For investors, the immediate effects include a new $21.5M financing intended to fund operations and development, issuance of Series J Preferred to Kopin representing ~19.9% pro forma diluted common, and multiple warrant issuances that can increase share count over time. The company also changed its corporate name to Fabric.AI and will trade under a new ticker (FABC). Stockholder approvals and Nasdaq rule-related votes are required by set deadlines (Series K approval by June 26, 2026; Series J meeting by July 26, 2026), and conversion/exercise mechanics, dividend rates, and ownership caps in the preferred/warrant documents will affect dilution and voting dynamics.