UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~ 26February 5, ~~2025~~2026

Ludwig Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Nevada		333-271439		61-1133438
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

8950 SW 74th Ct Ste 2201-A149 Miami, FL		33156
(Address of Principal Executive Offices)		(Zip Code)

786-363-0136

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the F4orm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 1.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~Securities Purchase ofAgreement ~~Interim~~- ~~Chief~~Note ~~Executive~~and ~~Officer~~Warrant

On February ~~October 1~~5, ~~2025,~~2026 ~~the Board of Directors~~ (the “~~Board~~Subscription Date”), of Ludwig Enterprises, Inc., (the “Company”) entered into a ~~Nevada~~Securities Purchase ~~corporation~~Agreement (the “~~Company~~Purchase Agreement”) ~~appointed~~ ~~Jose~~with ~~Antonio~~Alumni ~~Reyes~~Capital LP (the “Investor”) pursuant to ~~serve~~which, asamong other things, the Company’s ~~Interim~~issued ~~Chief~~to ~~Executive~~the ~~Officer.~~Investor ~~Mr.~~(i) ~~Reyes~~a ~~currently~~convertible ~~serves~~promissory asnote in the ~~Senior~~ ~~Head~~original principal amount of ~~Global~~$250,000 ~~Business~~(the “Note”) ~~Development~~and (ii) a common stock purchase warrant (the “Warrant,” and ~~will~~together ~~continue~~with inthe ~~that~~Note ~~role~~and asthe ~~well~~Purchase Agreement, the “Transaction Documents”). The Note was issued with original issue discount.

~~Mr.~~The Note ~~Reyes~~has ~~served~~a asmaturity ~~our~~date ~~Chief~~of ~~Executive~~May ~~Officer between~~4, ~~August~~2026 ~~2024~~(the ~~and~~“Maturity ~~April 2025~~Date”). ~~Prior~~The toNote ~~becoming~~provides ~~our CEO~~that, ~~Mr.~~at ~~Reyes~~any ~~served~~time ason ~~our~~or ~~COO~~after ~~from~~the ~~February~~Event of ~~2023~~Default ~~until~~Right ~~taking~~Commencement ~~over~~Date (as ~~our CEO.~~defined ~~From~~in ~~2017~~the ~~through 2023~~Note), ~~Mr.~~the ~~Reyes~~Investor ~~served~~may asconvert ~~Director~~all ofor ~~Executive~~a ~~Relations~~portion &of ~~Business~~the ~~Development~~then-outstanding ~~for BlockScience, Inc., where~~conversion ~~his~~amount ~~duties~~into ~~included~~shares ~~overseeing~~of the ~~development~~Company’s ofcommon ~~internal communications~~stock, ~~hiring,~~par ~~monitoring~~value ~~and quality control systems~~$0.001 ~~Mr.~~per ~~Reyes~~share ~~has over~~(the 30“Common ~~years~~Stock”), ofat ~~leadership~~a ~~experience~~conversion price ~~across~~equal ~~national~~to ~~and~~70% ~~international~~of ~~markets.~~the ~~Previously,~~lowest ~~Mr.~~traded ~~Reyes~~price ~~co-founded~~of ~~and~~the ~~led~~Common ~~IGM~~Stock ~~Global Inc.,~~during anthe ~~executive~~20 ~~education~~business ~~media~~days ~~company~~immediately ~~that~~prior ~~provides~~to ~~insights~~delivery ~~into~~of ~~disruptive~~a ~~technologies~~conversion notice, ~~and~~subject ~~their~~to ~~industry~~adjustment ~~impacts.~~as Heprovided ~~also~~in ~~founded Excelorators,~~the ~~Inc~~Note., ~~offering~~From ~~corporate~~and ~~leadership~~after ~~development~~the ~~programs~~occurrence atand ~~prestigious~~during ~~institutions~~the ~~such~~continuance asof ~~Harvard,~~an ~~MIT,~~event ~~Stanford,~~of ~~and~~default, ~~West~~default ~~Point.~~interest ~~Additionally,~~accrues heat ~~was~~ the ~~Chief~~default ~~Strategy~~interest ~~Officer for Trademark Tours~~rate, ~~which specializes in private hospitality~~ and ~~customized education~~the ~~services~~Company atmay ~~Harvard~~also ~~University.~~be ~~Reyes~~required ~~holds~~to anredeem MAamounts inunder ~~Communication~~the ~~and~~Note ~~Media~~upon ~~Studies and~~ an event MAof default, in ~~Biblical~~each ~~Studies~~case ~~from~~as ~~Regent University,~~set ~~along~~forth ~~with a BA~~ in ~~Public~~the ~~Policy-Telecommunications from Duke University~~Note.

AsThe Warrant ofis ~~the~~exercisable ~~date~~for ofup ~~filing~~to ~~of this Current Report on Form 8-K~~4, ~~the~~166,667 ~~Company~~shares ~~has~~of ~~not~~Common ~~entered~~Stock ~~into~~at ~~any~~an ~~compensatory~~exercise ~~agreements,~~price ~~arrangements~~of ~~or understandings in connection with Mr~~$0. ~~Reyes’s~~06 ~~appointment~~per ~~as Interim Chief Executive Officer~~share. The ~~Company’s~~Warrant ~~Compensation Committee~~ is ~~expected to review~~exercisable ~~and~~at ~~consider~~any ~~appropriate~~time ~~compensation~~on ~~for~~or ~~Mr. Reyes’s~~after ~~Interim~~February ~~Chief~~5, ~~Executive~~2026 ~~Officer role in due course~~ and, toexpires ~~the extent~~at ~~any~~5:00 ~~such~~p.m. ~~compensatory~~(New ~~arrangements~~York ~~are~~City ~~made~~time) inon ~~connection~~the ~~with~~five-year ~~Mr. Reyes’s~~anniversary ~~appointment~~of asthe ~~Interim~~initial ~~Chief Executive~~exercise ~~Officer~~date, ~~the~~subject ~~Company will file an amendment~~ to ~~this~~customary ~~Current~~adjustment ~~Report~~provisions onand ~~Form 8-K to~~other ~~include~~terms ~~the~~set ~~information~~forth ~~required by Item 5~~therein.~~02(c)(3) of Form 8-K.~~

~~There~~The foregoing ~~are~~descriptions noabove ~~arrangements~~are oronly ~~understandings~~a ~~between Mr. Reyes~~summary ~~and~~of ~~any~~the ~~other~~material ~~persons~~provisions ~~pursuant~~of tothe ~~which~~Note, hethe ~~was~~Purchase ~~appointed~~Agreement, asand ~~Interim~~the ~~Chief~~Warrant ~~Executive~~and ~~Officer. In addition, there~~ are noeach ~~family~~qualified ~~relationships~~in ~~between~~their ~~Mr. Reyes~~entirety ~~and~~by ~~any~~reference ~~other~~to ~~director~~the orcopies ~~executive~~of ~~officer~~the ofNote, the ~~Company~~Warrant, and ~~Mr. Reyes has~~the noPurchase ~~direct~~Agreement, orwhich ~~indirect~~are ~~material~~filed ~~interest~~as Exhibits in4.1, ~~any~~4.2, ~~transaction~~and ~~required~~10.1, respectively, to bethis ~~disclosed~~Current ~~pursuant~~Report toon ~~Item~~Form ~~404(a) of Regulation S~~8-K and incorporated herein by reference thereto.

1Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~SIGNATURES~~The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

~~Pursuant~~As described above, on February 5, 2026, the Company issued the Note to the ~~requirements~~ Investor, creating a direct financial obligation of the ~~Securities~~Company. The ~~Exchange~~Note ~~Act~~has an original principal amount of ~~1934~~$250,000 asand ~~amended~~matures on May 4, 2026. On the ~~registrant~~Maturity ~~has~~Date, ~~duly~~the ~~caused~~Company ~~this~~is ~~report~~required to bepay the ~~signed~~outstanding onamounts ~~its~~under ~~behalf~~the byNote in cash as set forth in the ~~undersigned~~Note. The Note includes provisions relating to default interest, events ~~hereunto~~of ~~duly~~default, ~~authorized~~redemption in certain circumstances, and conversion into Common Stock on and after the Event of Default Right Commencement Date, in each case as provided in the Note.

Date: October 1, 2025.
	LUDWIG ENTERPRISES, INC.
	By:	/s/ Scott J. Silverman
		Scott J. Silverman
		Chief Financial Officer

Item 3.02. Unregistered Sales of Equity Securities.

2The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

In connection with the transactions described in Item 1.01, the Company issued to the Investor the Note and the Warrant, and the shares of Common Stock issuable upon conversion of the Note and/or exercise of the Warrant. The foregoing securities were offered and sold in a transaction not involving a public offering, and were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. No commissions were paid in connection with the issuance of the securities described above.

The securities described above have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Convertible Promissory Note, dated February 5, 2026, by and between Company and Alumni Capital LP
4.2		Form of Common Stock Purchase Warrant, dated February 5, 2026
10.1		Securities Purchase Agreement, dated February 5, 2026, by and between the Company and Alumni Capital LP
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.

Date: February 11, 2026

	LUDWIG ENTERPRISES, INC.

	By:	/s/ Scott J. Silverman
		Scott J. Silverman
		Chief Financial Officer

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