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 1117, 2026

OneMeta Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-56565

20-5150818

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

450 South 400 East, Suite 200, Bountiful, UT		84010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 702-550-0122

N/A

(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 (see General Instruction A.2. below):

☐ 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))

☐ 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
Common Stock, $0.001 par value		ONEI		OTCQB Marketplace

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 1.01

Entry into a Definitive Material Agreement

On ~~February~~March 1117, 2026, OneMeta Inc. (the “Company”) entered into ~~two~~a ~~promissory~~First ~~notes~~Amendment (the “~~Notes~~Amended Agreement”) ~~with~~to ~~aggregate~~the ~~principal~~Note ofand ~~$200,000~~Warrant ~~with~~Purchase aAgreement ~~maturity~~dated ~~date~~as of ~~February~~October 2631, ~~2026~~2025 (the “~~Maturity~~Original ~~Date~~Agreement”). ~~The~~Pursuant ~~Company~~to ~~shall~~the ~~issue~~Original ~~125~~Agreement,~~000 shares~~ the Company had issued to investors an aggregate principal amount of ~~restricted~~$2 ~~common~~million ~~stock~~in notes (the “~~Shares~~Existing Notes”) toand ~~each~~on ofFebruary 11, ~~the~~2026, ~~Note~~had ~~holders~~issued asto ~~interest.~~such Ininvestors ~~the~~an ~~event~~additional $200,000 in aggregate principal amount of notes (the ~~Note~~“Additional ~~and~~Notes”). ~~the~~The ~~Shares~~Amended ~~are~~Agreement ~~not~~consolidates ~~paid~~the ~~upon~~Existing Notes and the ~~Maturity~~Additional ~~Date,~~Notes aninto ~~additional~~the ~~125,000~~Existing ~~Shares~~Notes ~~shall~~with beaggregate ~~accrued~~principal ~~and~~amount of ~~payable~~$2.2 ~~beginning~~million onand provides that the ~~day~~maturity ~~after~~ date of the ~~Maturity~~Existing ~~Date~~Notes ~~and~~is ~~each~~the ~~three~~earlier ~~month~~of ~~period~~(i) ~~thereafter~~March ~~that~~26, 2026 and (ii) the ~~principal~~time ofat which the ~~Note~~balance ~~and~~of the ~~Shares~~Existing Notes are ~~not~~due ~~paid~~and atpayable ~~the~~upon ~~beginning~~ an Event of ~~such~~Default ~~three~~pursuant ~~month~~to ~~period~~the Existing Notes..

~~The~~At ~~foregoing~~the ~~descriptions~~election of ~~the~~each ~~Notes~~holder, isany ~~not~~balance ~~complete~~or ~~and~~interest isshall ~~qualified~~be paid either (x) in ~~their~~cash ~~entirety~~or by(y) ~~reference~~in the number of shares of Common Stock equal to the ~~full~~cash ~~text~~amount ofpayable divided by the ~~form~~conversion price. In the event the Company has issued a new series of ~~Note~~preferred stock, ahowever ~~copy~~designated, following the date of ~~which~~the isAgreement, ~~filed~~each asholder ~~Exhibit~~may ~~4.1~~further elect to ~~this~~receive ~~Current~~payments ~~Report~~of onany ~~Form~~balance ~~8-K~~or ~~and~~interest in isthe ~~incorporated~~form of such preferred stock, valued at the lowest price paid therefor to the Company by ~~reference~~an ~~herein~~unaffiliated third party.

~~Item~~If at ~~2.03~~any ~~Creation~~time while the Existing Notes remain outstanding, the Company issues any convertible promissory note, convertible security or other instrument convertible into equity securities of the Company (a ~~Direct~~“Future ~~Financial~~Instrument”) ~~Obligation~~to any investor or anlender ~~Obligation~~(a ~~Under~~“Future Investor”) anwith ~~Off-Balance~~terms ~~Sheet~~that ~~Arrangement~~the holder of athe ~~Registrant~~Existing Notes reasonably determines to be more favorable to the Future Investor than the terms of the Existing Notes The holder shall have the right, exercisable in the holder’s sole discretion within thirty (30) days of receiving such notice, to elect to have the Existing Note amended to incorporate any or all of the more favorable terms contained in the Future Instrument, effective as of the date of issuance of the Future Instrument.

The ~~information~~foregoing ~~set~~descriptions ~~forth~~of inthe ~~“Item 1.01~~Agreement ~~Entry~~is ~~into~~not acomplete ~~Material~~and ~~Definitive~~is ~~Agreement”~~qualified ~~relating~~in its entirety by reference to the ~~issuance~~full text of the ~~Notes~~form of Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein ~~in its entirety~~.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
4.1		Form of Promissory Note
10.1		First Amendment to Note and Warrant Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	ONEMETA INC.
Date: February 18, 2026	By:	/s/ Saul Leal
Date: March 25, 2026	By:	/s/ Saul Leal
		Saul Leal
		CEO

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