UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 17, 2025, OneMeta, Inc., (the “Company”) entered into (i) a Secured Promissory Note (the “Note”) in favor of Rowland W. Day II and Jaime D. Day Family Trust (the “Noteholder”), pursuant to which the Company consolidated certain existing indebtedness and borrowed additional funds, with approximately $1,049,213 in principal and accrued interest outstanding as of the date of the Note, bearing interest at a rate of 14% per annum, (ii) a Security Agreement (the “Security Agreement”) in favor of the Noteholder, pursuant to which the Company granted the Noteholder a first priority security interest in substantially all of the Company’s assets, and (iii) a Patent Security Agreement (the “Patent Security Agreement”), pursuant to which the Company granted the Noteholder a security interest in certain of its patents to further secure its obligations under the Note and the Security Agreement. Each of the agreements were dated as of July 30, 2025. The Note is payable on demand by the Noteholder or upon the occurrence of certain events of default, and is subject to customary covenants, events of default, and remedies. The obligations are to be secured by perfected security interests in all of the Company’s assets.
The foregoing descriptions of the Note, the Security Agreement, and the Patent Security Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Secured Promissory Note, dated July 30, 2025, by and between OneMeta Inc. and Rowland W. Day II and Jaime D. Day Family Trust. | |
| 10.2 | Security Agreement, dated July 30, 2025, by and between OneMeta Inc. and Rowland W. Day II and Jaime D. Day Family Trust. | |
| 10.3 | Patent Security Agreement, dated July 30, 2025, by and between OneMeta Inc. and Rowland W. Day II and Jaime D. Day Family Trust. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONE META INC. | ||
| Date: September 23, 2025 | By: | /s/ Rowland Day |
| Rowland Day | ||
| President | ||