Global Ai Inc.
05/19/2026 | Press release | Distributed by Public on 05/19/2026 15:13
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on September 19, 2025, Global AI, Inc. (the "Company") and Darko Horvat, the Company's Chief Executive Officer and Chairman of the Board and a significant stockholder of the Company, entered into an Executive Employment Agreement (the "Horvat Agreement"), effective as of September 1, 2025. Pursuant to the terms of the Horvat Agreement, the Company agreed to pay Mr. Horvat an initial annual base salary of $650,000. Mr. Horvat was also eligible for annual incentive compensation targeted at 50% of base salary, subject to performance against key performance indicators established by the Board of Directors.
The Horvat Agreement also provided for equity incentives, including:
| ● | Time-based stock option grant equal to 2.5% of outstanding equity, vesting over four years with a one-year cliff; | |
| ● | Milestone-based stock option grant equal to 2.5% of outstanding equity, vesting over four years upon achievement of performance milestones; and | |
| ● | Market capitalization restricted stock unit milestone grants, with awards valued at $18.75 million to $37.5 million upon achievement of certain market capitalization thresholds, subject to Board approval and liquidity conditions. |
In addition, Mr. Horvat was entitled to a sale bonus equal to 1% of enterprise value upon consummation of a qualifying change of control transaction with a pre-determined enterprise value.
Shortly after entering into the Horvat Agreement, the Company and Mr. Horvat determined that they wished to terminate the Horvat Agreement, although Mr. Horvat would continue to serve as a non-employee Chief Executive Officer. The Company and Mr. Horvat memorialized this understanding in the Termination and Release Agreement, dated as of May 13, 2026, by and between the Company and Mr. Horvat (the "Termination Agreement"). Pursuant to the Termination Agreement, the termination of the Horvat Agreement was deemed effective as of September 19, 2025.
Mr. Horvat continued to serve as Chief Executive Officer following termination of the Horvat Agreement and entry into the Termination Agreement.
The foregoing description of the Termination Agreement is qualified in its entirety by reference to the complete terms and conditions of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.02.
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