AI Era Corp. 8-K

What Happened

• On February 21, 2026, AI Era Corp. (AERA) entered into an Equity Purchase Agreement with Monroe Street Capital Partners, LP that gives the company the right (but not the obligation) to sell up to $30,000,000 of its common stock to the investor during the commitment period. As consideration, AERA issued 100,000 "commitment" shares (25,000 issued at signing; remaining 75,000 issued in tranches tied to draws). The agreement includes a concurrent Registration Rights Agreement obligating AERA to file a resale registration statement for the shares (file within 30 days of Feb 21, 2026 and use commercially reasonable efforts to get it declared effective within 90 days).

Key Details

• Maximum Commitment: $30,000,000 available to be drawn from Feb 21, 2026 until fully drawn or up to 24 months, subject to termination conditions.
• Put mechanics & pricing: Company may deliver Put Notices to sell shares subject to minimum $25,000 per Put and a per-Put cap equal to the lesser of $500,000 or 200% of the 7‑day Average Daily Trading Value. Purchase price is the lesser of (i) 85% of the prior trading day's VWAP (95% if Principal Market is any tier of Nasdaq or NYSE) or (ii) 85% of the lowest VWAP during the Valuation Period (95% if the Principal Market is Nasdaq/NYSE during that period).
• Investor protections and limits: Monroe Street has a beneficial ownership cap of 4.99% (subject to adjustment). AERA agreed to customary covenants limiting certain competing equity financings without investor consent.
• Registration and resale: AERA must register the Commitment Shares and any Put Shares for resale and maintain effectiveness until the investor has sold all registrable securities and the facility is fully drawn. Issuance of the shares relies on exemptions until registration is effective.

Why It Matters

• This agreement gives AERA a flexible source of capital up to $30M that the company can draw as needed, but shares sold under the facility will be issued at a material discount to market (potential dilution).
• Investors should note immediate dilution from the 25,000 commitment shares issued at signing and potential further dilution if and when AERA draws under the facility. The resale registration requirement means the investor intends to be able to sell the shares into the market once the registration is effective.
• The size, discounted pricing, ownership cap and covenants could affect AERA’s share supply and trading dynamics; retail investors should monitor any draws under the facility, timing of the registration statement, and resulting share issuance.