Proxy Results, 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.

Incentive Plan Amendment

On June 18, 2026, Fabric.AI, Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting"). At the Company's Annual Meeting, the Company's stockholders approved the fifth amendment (the "Incentive Plan Amendment") to the Fabric.AI, Inc. Long-Term Incentive Plan, as amended (the "Incentive Plan"), to increase the aggregate number of shares of common stock, par value $0.0001 per share (the "Common Stock"), available for the grant of awards under the Incentive Plan by 4,600,000, to a total of 5,000,000 shares of Common Stock.

For more information about the Incentive Plan Amendment, see the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 1, 2026 (the "Proxy Statement"), the relevant portions of which are incorporated herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2026, the Company held the Annual Meeting. As of the close of business on April 22, 2026, the record date for the Annual Meeting, there were (i) 1,455,975 shares of Common Stock outstanding and entitled to an aggregate of 1,455,975 votes, (ii) 50 shares of Series H-6 Convertible Preferred Stock, par value $0.0001 per share ("Series H-6 Preferred Stock"), outstanding and entitled to an aggregate of 110 votes, (iii) 1,180 shares of Series H-7 Convertible Preferred Stock, par value $0.0001 per share ("Series H-7 Preferred Stock"), outstanding and entitled to an aggregate of 12,806 votes, and (iv) 7,000 shares of Series I Convertible Preferred Stock, par value $0.0001 per share ("Series I Preferred Stock"), outstanding and entitled to an aggregate of 645,041 votes after the application of the limitation on voting rights and the beneficial ownership limitations pursuant to the terms of the Series I Preferred Stock as set forth in the certificate of designations for the Series I Preferred Stock, in each case, constituting all of the eligible securities entitled to vote on the proposals described below. Holders of the Company's Common Stock, Series H-6 Preferred Stock, Series H-7 Preferred Stock and Series I Preferred Stock with a total aggregate voting power of 1,455,975 votes were present in person or represented by proxy at the Annual Meeting.

At the Annual Meeting, the proposals set forth below were submitted to a vote of the Company's stockholders. Each proposal is described in detail in the Company's Proxy Statement. All proposals were approved by the Company's stockholders. There were no broker-non-votes for any of the proposals presented at the Annual Meeting.