AI Era Corp. 8-K

What Happened
AI Era Corp. (AERA) filed an 8-K reporting that on February 2 and February 4, 2026 it issued two convertible promissory notes to raise $225,000 in private financing. Jefferson Street Capital LLC purchased a note with a $77,250 principal (for $75,000) on February 2, 2026; Labrys Fund II, L.P. purchased a $150,000 principal note (for $150,000) on February 4, 2026. Both notes bear 10% annual interest and mature one year after issuance (February 2027).

Key Details

• Jefferson Street note: $77,250 principal, purchase price $75,000, 10% interest, maturity Feb 2, 2027; default interest up to lesser of 18% or legal max.
• Labrys note: $150,000 principal and purchase price, 10% interest, maturity Feb 4, 2027; convertible beginning 180 days after issuance; default interest up to lesser of 22% or legal max.
• Conversion terms: conversion price equals 80% of the lowest traded price of AERA common stock during the 20 trading days before conversion (i.e., a 20% discount to that lowest price), subject to customary adjustments and a beneficial ownership cap of 4.99% (Labrys may increase its cap to 9.99% with notice).
• Securities were issued in reliance on Section 4(a)(2) and Rule 506(b) (unregistered); the notes and any common stock issued on conversion are not registered for resale.

Why It Matters

• This transaction provides AERA with near‑term cash of $225,000 and creates short‑term debt obligations (10% interest, one‑year maturity).
• If converted, the notes would increase outstanding shares and dilute existing shareholders; conversion pricing uses a 20‑trading‑day low with a 20% discount, which can result in conversion at a relatively low price subject to the owner caps.
• Investors should note timing differences: Jefferson’s note appears convertible without the 180‑day hold that applies to Labrys, and both notes include higher default interest rates if an event of default occurs.
• The securities are unregistered, limiting immediate resale of shares issued on conversion unless registration or an exemption is available.