UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): ~~February~~March 1810, 2026

M2I GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

333-229748

37-1904036

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Doug Cole

M2i Global, In.

885 Tahoe Blvd.

Incline Village, NV 89451

(Address of principal executive offices) (zip code)

775-909-6000

Registrant’s telephone number, including area code

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

Check the appropriate box below if the Form 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 under the Exchange Act (17 CFR 240.14a-12)

☐	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
N/A		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 58.0301 ~~Amendments~~Other ~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Events

OnAs ~~February~~previously reported, on June 18, ~~2026~~2025, a lawsuit captioned James Bernet, Kelsey James, LLC and BCA Cares, LLC v. M2i Global, Inc. was filed in the District Court of Washoe County, Nevada against M2i Global, Inc. (the “Company”). ~~filed~~The ~~with~~plaintiffs allege ~~the~~claims ~~Nevada~~for ~~Secretary~~breach of ~~State~~contract, securities fraud, and related claims stemming from a ~~Certificate~~2022 ofconsulting ~~Designation~~agreement that the Company ofentered ~~Preferences~~into with James Bernet and 2023 stock subscription agreements that the Company entered into with Kelsey James, ~~Rights~~LLC and ~~Limitations~~BCA Cares, LLC. The dispute primarily concerns the Company’s termination of ~~Series~~the Bconsulting ~~Preferred~~agreement ~~Stock~~and (the ~~“Certificate~~subsequent cancellation of ~~Designation”)~~certain shares of the Company’s common stock. In December 2025, ~~designating~~the upCompany tobecame aware that the court entered a default judgment in the ~~500~~matter. The judgment awarded the plaintiffs $18 million in damages and included declaratory relief that the plaintiffs have the right to an aggregate of 100 million shares of the Company’s ~~preferred~~common stock. asAlthough ~~“Series~~the Bjudgment ~~Preferred~~was ~~Stock~~for $18.”0 million in damages, the order provides that the money judgment may be satisfied in full, at M2i Global’s discretion, through the issuance of the 100 million shares consistent with such declaratory relief.

~~The~~On ~~Series~~February B12, ~~Preferred~~2026, ~~Stock~~the ~~has~~Company filed a ~~stated~~motion ~~value~~to ofset ~~$10,000~~aside ~~per~~the ~~share~~default ~~and~~judgement isthat ~~convertible~~was ~~into~~entered ~~shares~~against ofit ~~the~~on ~~Company’s~~November ~~common~~12, ~~stock~~2025, and, ~~par~~if ~~value~~necessary, ~~$0.001~~M2i ~~per~~Global ~~share~~may ~~(the~~pursue ~~“Common~~an ~~Stock”),~~appeal. ~~subject~~The motion to ~~the terms~~ set ~~forth~~aside in the ~~Certificate~~default ofjudgement ~~Designation.~~is Incurrently ~~the event~~pending ofbefore ~~any~~the ~~liquidation,~~Second ~~dissolution~~Judicial District orCourt ~~winding up~~ of the ~~Company,~~State ~~the holders~~ of ~~Series B Preferred Stock are entitled to receive~~Nevada, ~~prior~~ and inno ~~preference~~ruling tohas ~~any~~been ~~distribution~~issued toas ~~holders~~ of ~~Common Stock, an amount equal to~~ the ~~stated~~date ~~value~~ of ~~the~~this ~~Series~~Current BReport ~~Preferred Stock~~on ~~then~~Form ~~outstanding, plus any accrued but unpaid dividends, if any~~8-K.

~~Each~~On ~~share~~March of10, ~~Series B Preferred Stock is convertible~~2026, at the ~~option~~Company ofparticipated ~~the~~in ~~holder,~~a ~~into~~mediation ~~shares~~with ofPlaintiffs ~~Common~~James ~~Stock~~Bernet, atKelsey anJames, ~~initial~~LLC ~~conversion~~and ~~price of~~BCA ~~$0.10~~Cares, ~~per share~~LLC, ~~subject~~ pursuant to ~~adjustment~~which asthe ~~set~~parties ~~forth~~agreed into ~~the~~certain ~~Certificate~~material terms of ~~Designation~~settlement (the “~~Initial~~Material ~~Conversion Price~~Terms”). ~~The~~ ~~Certificate~~On ofMarch ~~Designation~~19, ~~also~~2026, ~~provides~~the ~~for~~parties entered aninto ~~alternative~~a ~~conversion price equal to ninety~~long-~~five~~form ~~percent~~settlement ~~(95%)~~agreement of (the ~~lowest~~“Settlement ~~closing trading~~Agreement”) ~~price~~that ~~during~~sets forth the ~~specified~~final ~~measurement~~terms ~~period,~~of ~~subject~~their settlement. Pursuant to the ~~limitations~~Settlement ~~described~~Agreement, ~~therein.~~the ~~The~~Company ~~Series~~has Bagreed ~~Preferred~~to ~~Stock~~initiate ~~contains a~~the ~~beneficial~~transfer ~~ownership~~of ~~limitation~~12,500,000 ~~preventing~~shares aof ~~holder~~its ~~from~~common ~~converting~~stock ~~shares~~ to ~~the~~James Bernet ~~extent~~within ~~that,~~five ~~after~~(5) ~~giving~~business ~~effect~~days toof ~~such conversion,~~ the ~~holder~~execution ~~would~~of ~~beneficially~~the ~~own~~Settlement ~~more~~Agreement ~~than~~(the 4“Settlement Shares”).~~99%~~ ofThe ~~the~~Settlement Agreement ~~Company’s~~includes ~~outstanding~~a ~~Common~~leak-out ~~Stock,~~provision ~~subject~~governing to the ~~holder’s~~resale ~~ability to~~of ~~increase~~ such ~~limitation to 9~~shares.~~99%~~ ~~upon prior written notice.~~ The ~~Certificate~~Settlement ofAgreement ~~Designation~~ further provides for ~~certain~~mutual ~~mandatory~~releases ~~conversion~~of ~~events~~all ~~upon~~claims by the ~~occurrence~~parties offor ~~specified~~any ~~trigger~~ events, ~~including~~acts ~~the~~or ~~consummation~~omissions ofpertaining ato ~~qualified~~or ~~public~~arising ~~offering~~out orof ~~other~~Plaintiffs’ relationship with the ~~equity~~Company. ~~financing~~The ~~meeting~~releases contained in the ~~thresholds~~Settlement ~~set~~Agreement ~~forth~~do ~~therein.~~not ~~Except~~constitute asan ~~otherwise~~admission ~~required~~of wrongdoing by ~~law~~any orparty. asThe ~~set~~parties ~~forth~~have agreed into ~~the~~file ~~Certificate~~a ~~of Designation,~~stipulation ~~holders~~and ofproposed ~~Series~~order Bto ~~Preferred~~set ~~Stock~~aside ~~vote~~the ~~together~~default ~~with~~judgment ~~holders~~and ofdismiss ~~Common~~the ~~Stock~~action onwithin anfive ~~as-converted~~days ~~basis~~of Bernet’s receipt of the Settlement Shares.

The foregoing summary of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
3.1		Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock, filed with the Nevada Secretary of State on February 18, 2026
104		Cover page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~February~~March 2023, 2026

	M2i Global, Inc.

	By:	/s/ Alberto Rosende
	Name:	Alberto Rosende
	Title:	Chief Executive Officer

Filing Compare · M2i Global, Inc.