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): October 1424, 2025

Unicoin Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-56276

47-4360035

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1 World Trade Center, 85th Floor

New York, New York

10007

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code: (844) 384-5069

Not Applicable

(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))

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 per share;		None		None

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~~ITEM 51.02. ~~Departure~~Termination of ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Appointment of Certain Officers~~Agreement

OnAs ~~October~~previously ~~13,~~disclosed ~~2025,~~in ~~Alex Konanykhin,~~ the ~~Chief~~Company’s Current ~~Executive~~Report ~~Officer~~on ofForm ~~Unicoin~~8-K ~~Inc.~~filed (with the ~~“Company”),~~SEC ~~acting~~on ~~pursuant~~September to15, ~~authority~~2025, ~~delegated to him under~~ the Company~~’s Bylaws,~~ ~~appointed~~entered ~~Alejandro~~into ~~Dominguez~~a toMaster ~~resume~~Transaction ~~his~~Agreement ~~role~~(the as“MTA”) on ~~Chief~~September ~~Investment Officer of the Company~~9, ~~effective immediately. In this capacity~~2025, ~~Mr.~~ ~~Dominguez~~with ~~will~~certain ~~oversee~~buyers (the ~~Company’s~~“Buyers”) ~~investment~~and ~~strategy,~~affiliated ~~capital deployment~~entities, ~~and~~including ~~initiatives~~Unicoin ~~supporting~~International ~~the~~Inc. ~~Unicoin~~and ~~ecosystem~~UH Properties Inc.

~~Mr.~~The ~~Dominguez~~MTA ~~previously~~provided ~~served~~for asthe ~~Chief~~staged ~~Investment~~sale of the ~~Officer~~Company’s economic interests in Philippine assets for an aggregate purchase price of $10 million plus 75% of the ~~Company~~proceeds from operating ~~December~~and ~~2023~~selling tothe ~~August~~real ~~2024~~estate portfolio, expected from the “real estate for coins” swap deals done by the Company and its affiliates. ~~Following~~The ~~his~~first ~~departure~~stage ~~from~~of ~~that~~the ~~role~~transaction, hethe ~~continued~~UII toClosing, ~~provide~~was ~~strategic~~contingent ~~guidance~~upon the Buyers delivering an toinitial ~~Unicoin~~tranche ~~Inc.~~payment ~~under~~of a$1 ~~consulting~~million, ~~agreement~~originally ~~with~~scheduled to occur within three (3) days of the ~~Company~~MTA’s execution.

The ~~compensation~~Buyers ~~arrangements~~were ~~for~~unable ~~Mr.~~to ~~Dominguez in~~make ~~connection~~an ~~with~~immediate ~~his~~pre-closing payment ~~reappointment~~of as$1 ~~Chief~~million ~~Investment~~due ~~Officer~~to ~~are~~the ~~unchanged~~$50,000-per-day ~~from~~limitation ~~those~~on ~~that~~the ~~applied~~new ~~during~~account. ~~his~~Having ~~prior~~paid ~~service~~the Company $475,000 in ~~that~~several non-refundable ~~role.~~payments, Nothe ~~new~~Buyers orreported ~~amended~~that ~~compensatory~~their ~~agreements~~bank ~~were~~account ~~entered~~was ~~into~~frozen atdue ~~this~~to ~~time~~the unusual activity consisting of these repeated out-of-the-country payments.

~~There~~Due isto nothe ~~family~~deviation ~~relationship~~from ~~between~~the ~~Mr.~~payment ~~Dominguez~~schedule, ~~and any director or executive officer of~~ the Company. ~~The~~formally ~~Company~~terminated ~~previously~~the ~~entered~~MTA ~~into~~on aOctober ~~consulting agreement with Mr. Dominguez as set forth above. No other transactions~~24, ~~or proposed transactions~~2025, ~~between~~with ~~Mr. Dominguez and~~ the ~~Company~~intention ~~are required to be disclosed pursuant to Item 404(a)~~ of ~~Regulation~~renegotiating ~~S-K.~~the Mrterms. ~~Dominguez~~The ~~was~~Buyers ~~selected~~express by the ~~Company’s Chief Executive Officer pursuant to authority delegated~~same ~~by the Company’s Board of Directors under the Company’s Bylaws~~intent.

~~Item~~The ~~9.01~~Company ~~Financial~~is ~~Statements~~currently evaluating the strategic impact of this termination and ~~Exhibits~~notes that management is prepared to negotiate a potential new agreement with the Buyers incorporating a revised timeline and terms more favorable to the Company.

~~(d)~~ITEM ~~Exhibits~~8.01. Other Events

10.1		Consulting Agreement with Alejandro Dominguez
99.01		Newsletter of Unicoin Inc., dated October 13, 2025, announcing the appointment of Alejandro Dominguez.

Elimination of the position of General Counsel

1Due to the reduced level of activity, the Company eliminated the position of General Counsel and will rely on a panel of outside counsel.

~~SIGNATURES~~The Company offered Eduardo Serrano the opportunity to continue providing services to the Company. The Company also plans to retain legal experts in various areas, including securities law, labor law, and crypto-related regulations.

~~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.~~1

~~UNICOIN~~SIGNATURES ~~INC. By: /s/ Eduardo Serrano Name: Eduardo Serrano Title: Senior Vice President and Legal Counsel~~

~~Dated:~~Pursuant ~~October 15~~to the requirements of the Securities Exchange Act of 1934, ~~2025~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2UNICOIN INC. By: /s/ Alex Konanykhin Name: Alex Konanykhin Title: Chief Executive Officer

Dated: October 29, 2025

Filing Compare · Unicoin Inc.