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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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 Instructions A.2. below):
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
On September 8, 2026, SharonAI Holdings Inc. (the “Company”) and its wholly-owned, indirect subsidiary, SharonAI Pty Ltd (ACN 645 215 194) (“SharonAI Australia”), entered into a Deed of Release (the “Deed of Release”) with Andrew Leece, a co-founder of the Company and its former Chief Operating Officer. Mr. Leece was previously employed as Chief Operating Officer pursuant to an executive employment contract dated April 30, 2026 (the “Leece Employment Agreement”), the entry into which was previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2026.
Pursuant to the Deed of Release, effective as of September 7, 2026 (the “Variation Date”), the Leece Employment Agreement has been varied such that Mr. Leece’s position has changed from Chief Operating Officer to Head of Strategic Partnerships, in order to provide founder-level sponsorship across the Company’s most important customer, data center and strategic relationships. The appointment of David Burns as Mr. Leece’s successor as Chief Operating Officer was previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2026.
In connection with the variation of Mr. Leece’s employment, the Deed of Release provides for the following material changes to the terms of the Leece Employment Agreement:
(i) Mr. Leece will continue to receive an annual base salary of AUD$563,380 (which is the USD equivalent of approximately US$400,000 based on an exchange rate of AUD/USD 0.71), excluding statutory superannuation contributions;
(ii) Mr. Leece will receive a fixed short-term incentive outcome of AUD$422,535 for his service as Chief Operating Officer, payable after December 31, 2026, at the same time as other customary STI payments made by the Company to other executives;
(iii) Mr. Leece will be eligible for a variable incentive of up to 6,416 restricted stock units (“RSUs”), subject to achievement of key performance indicators as set by the Company;
(iv) Mr. Leece will retain an aggregate of 151,219 unvested RSUs (the “Retained RSUs”) granted under the SharonAI Inc. 2024 Omnibus Equity Incentive Plan and the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan. The Retained RSUs will continue to vest and be settled in accordance with the terms set out in Schedule 1 to the Deed of Release, notwithstanding the variation of Mr. Leece’s employment, subject to Mr. Leece’s continued compliance with the restrictive covenants set forth in the Leece Employment Agreement. All RSUs previously granted to Mr. Leece other than the Retained RSUs are forfeited as of the Variation Date;
(v) the Leece Employment Agreement is varied to become a fixed-term employment agreement, continuing until March 31, 2027, unless terminated earlier in accordance with the Leece Employment Agreement. The agreement will terminate automatically on March 31, 2027 without the need for either party to provide notice or payment in lieu of notice. The parties may mutually agree in writing to extend this fixed term; and
(vi) Mr. Leece’s existing Indemnification Agreement dated May 5, 2025 with the Company continues in full force and effect and is not superseded, limited or released by the Deed of Release.
The Deed of Release contains mutual releases of claims between the parties relating to the employment, the position, the Leece Employment Agreement, the equity plans, the grant notices and the RSU agreements, in each case for all matters up until the Variation Date. The Deed of Release also includes mutual non-disparagement obligations, confidentiality obligations (subject to exceptions for legal advice, regulatory requirements, stock exchange requirements, current reports on Form 8-K and court proceedings), and a requirement that Mr. Leece continue to comply with the restrictive covenants contained in the Leece Employment Agreement.
Mr. Leece is a co-founder of the Company’s predecessors. Through an entity he controls, Mr. Leece beneficially owns 45,447 shares of the Company’s Class B Super Voting Common Stock, which, together with shares held by the other co-founders, accounts for a significant amount of the voting power in the Company, in addition to other shares of the Company’s Class A Ordinary Common Stock which he beneficially owns.
The description of the Deed of Release set forth above is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosures set forth in Item 1.01 of this Current Report on Form 8-K regarding compensatory arrangements are incorporated and made a part of this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Deed of Release, dated September 8, 2026, by and among SharonAI Holdings Inc., SharonAI Pty Ltd and Andrew Leece | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report and its exhibits that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s reports and filings made with the SEC. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
SIGNATURE
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.
| SHARONAI HOLDINGS INC. | ||
| By: | /s/ James Manning | |
| Name: | James Manning | |
| Title: | Chief Executive Officer | |
| Date: September 11, 2026 | ||
Exhibit 10.1
This deed is made on 8 September 2026
| between | SharonAI Holdings Inc. of 745 Fifth Avenue, Suite 500, New York, NY 10151 (Parent Company) |
| and | SharonAI Pty Ltd ACN 645 215 194 of Level 1, 32 Walker Street, North Sydney NSW 2006 (the Employer) |
| and | Andrew Leece, of [***] (Employee) (Parties) |
| Date | 8 September 2026 |
Recitals
| A | The Employee has been employed by the Employer since on or about 1 July 2024, most recently in the position of Chief Operating Officer (Position) (Employment). |
| B | The Employment was governed by an employment contract dated 30 April 2026, which was superseded by a new employment contract dated 30 April 2026 (Employment Contract). The Parent Company is a party to the Employment Contract and guarantees particular obligations of the Employer under the Employment Contract. |
| C | Pursuant to the Employment Contract and in connection with the Employment, the Employee was eligible to participate in equity incentive programs operated by the Parent Company, including: |
| (i) | the SharonAI Inc. 2024 Omnibus Equity Incentive Plan (2024 Plan); and | |
| (ii) | the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan (2025 Plan), (together, the Equity Plans). |
| D | Under the Equity Plans, the Parent Company granted the Employee Restricted Stock Units (RSUs) pursuant to the following grant notices and RSU award agreements: |
| (i) | RSU Grant Notice dated 23 October 2024, granted under the 2024 Plan, for 10,750 RSUs; |
| (ii) | RSU Grant Notice dated 6 February 2026, granted under the 2025 Plan, for 31,923 RSUs; |
| (iii) | RSU Grant Notice dated 6 February 2026, granted under the 2025 Plan, for 97,839 RSUs; |
| (iv) | RSU Grant Notice dated 14 April 2026, granted under the 2025 Plan, for 17,744 RSUs; and |
| (v) | RSU Grant Notice dated 14 April 2026, granted under the 2025 Plan, for 14,666 RSUs; |
(together, the Grant Notices, and the RSUs awarded under each Grant Notice together being the RSU Awards). Each Grant Notice was accompanied by a Restricted Stock Unit Award Agreement (together, the RSU Agreements).
| E | On 5 May 2025, the Employee and the Parent Company entered into an Indemnification Agreement (Indemnification Agreement), pursuant to which the Parent Company agreed to indemnify the Employee in connection with his service as an officer and director of the Parent Company and its affiliates. The Parties agree that the Indemnification Agreement continues in full force and effect and is not superseded, limited or released by this deed. |
| F | The Employee’s role has changed, and the Employment will be varied by way of agreement on 7 September 2026 (Variation Date), where the Employee shall cease to be Chief Operating Officer, and shall be appointed the Head of Strategic Partnerships in accordance with the terms set out in this deed (Variation). |
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| G | Without admission of liability, the Parties have agreed to resolve all matters relating to the Employment, the Position, the Employment Contract, the Equity Plans, the Grant Notices, the RSU Agreements, the Retained RSUs (as defined below) and the Variation on the terms of this deed, for all matters up until the Variation Date. |
Now it is covenanted and agreed as follows:
| 1 | The Parties acknowledge and agree that, as at the Variation Date, the Employee’s sole entitlement in respect of RSUs under the 2025 Plan is to 151,219 unvested Restricted Stock Units in aggregate (Retained RSUs). The Retained RSUs will, notwithstanding the variation of the Employment, remain on foot and continue to vest (and will continue to be subject to the performance vesting requirements) and be settled in accordance with the terms set out in Schedule 1, as if the Employment had not varied (for avoidance of doubt, solely for purposes of requirements that Retained RSUs be settled within a specified number of days after they become vested, the Retained RSUs which are only subject to time vesting will be deemed unvested until their scheduled vesting date and will be settled based on the scheduled vesting days if Employee complies with his obligations outlined in this clause 1), and any equivalent forfeiture provision will not apply to the variation or any future termination of the Employment in respect of the Retained RSUs, provided that the Employee continues to comply with the restrictive covenants set out in clause 7 of the Employment Contract (Restrictive Covenants). In the event of any inconsistency between Schedule 1 and a Grant Notice, RSU Agreement or the 2025 Plan, Schedule 1 will prevail to the extent of the inconsistency. All RSUs granted to the Employee other than the Retained RSUs are forfeited with effect from the Variation Date, and the Employee has no entitlement to, and releases each of the Beneficiaries (as defined below) from any claim in respect of, any RSUs, options or other awards under the 2025 Plan or otherwise, except for the Retained RSUs. |
| 2 | The Employee releases: |
| (a) | the Employer and the Parent Company; |
| (b) | each Associated Entity (as defined in section 50AAA of the Corporations Act 2001 (Cth)) of the Employer and the Parent Company (Group Member); |
| (c) | each of the Employer’s and Parent Company’s current and former directors, officers, shareholders, employees, contractors and agents, and |
| (d) | each Group Member’s current and former directors, officers, shareholders, employees, contractors and agents, |
(Beneficiaries)
from all or any actions, suits, claims, demands, legal proceedings, causes of action, complaints or associated costs (whether current or future) which he has, or but for this deed may have had, in relation to or arising from the Employment up to the Variation Date, the Position, the Employment Contract, the Equity Plans, the Grant Notices and the RSU Agreements (Employee Claims). This release does not extend to Employee Claims under relevant workers compensation and superannuation legislation, any rights and entitlements under the Indemnification Agreement, including any other indemnification or insurance policy maintained by the Parent Company or the Employer that may apply to Employee, the Retained RSUs and any rights to enforce the terms of this deed. Any of the Beneficiaries may plead this deed as an absolute bar to any Employee Claims or anyone claiming through the Employee.
| 3 | Without limiting clause 2, the Employee acknowledges and agrees that he would not be entitled to certain of the payments and other benefits made to him and referred to in this deed but for him entering into this deed, and that the payments and other benefits made to him and referred to in this deed satisfy all contractual, industrial, statutory or other entitlements which he has in relation to or arising from the Employment to the Variation Date, the Position, the Employment Contract, the Equity Plans, the Grant Notices, the RSU Agreements and the Retained RSUs, including any entitlements in respect of wages, loadings, allowances, bonuses, commissions, penalty rates, overtime, annual holidays, long service leave, notice entitlements, payment in lieu of notice, profit-sharing stock options, short term incentives, long term incentives and all reasonable work-related expenses, except that this clause does not affect or limit any entitlement or right of the Employee under the Indemnification Agreement or any other indemnification or insurance policy maintained by the Parent Company or the Employer that may apply to Employee. |
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| 4 | The Employer and the Parent Company, jointly and severally, release and indemnify the Employee and agree to keep the Employee indemnified, from all or any actions, suits, claims, demands, legal proceedings, causes of action, complaints or associated costs (whether current or future) which it has, or but for this deed may have had, in relation to or arising from the Employment up to the Variation Date, the Position, the Employment Contract up to the Variation Date, the Equity Plans, the Grant Notices, the RSU Agreements and the Retained RSUs (Released Claims), provided that this release and indemnity does not extend to, and the Employer and the Parent Company expressly reserve, any claims arising from or in connection with: (i) any breach by the Employee of the Restrictive Covenants or any similar obligations or covenants; (ii) any breach by the Employee of any obligation relating to trade secrets, confidential information or intellectual property under the Employment Contract or at law; or (iii) any fraud or criminal conduct by the Employee in connection with the performance of Employee’s job duties during the term of Employment. To the fullest extent permitted by law, effective as of the Effective Date, (a) each of the Employer and Parent Company covenant and agree that they shall not (and shall cause their past, present, and future parents, subsidiaries, affiliates, managers, members, officers, directors, stockholders, partners, equity holders, employees, agents, representatives, insurers, successors, and assigns not to) commence, encourage, solicit, assist, or maintain any action, suit, claim, arbitration, or proceeding against Employee with respect to any Released Claims. The Employee may plead this deed as an absolute bar to any Released Claims made by the Employer or the Parent Company or anyone claiming through the Employer or the Parent Company. |
| 5 | The Employee must: |
| (a) | do anything, including execute any document, reasonably required for the purpose of or to give effect to this deed; and |
| (b) | provide any assistance which a Beneficiary reasonably requires in relation to any threatened or actual legal proceedings directly relating to the Employment or the Employee’s role as Chief Operating Officer, provided that: |
| (i) | the Beneficiary gives the Employee reasonable advance written notice of any required assistance; |
| (ii) | the Beneficiary reimburses the Employee for all reasonable out-of-pocket costs and expenses incurred by the Employee in providing such assistance, including reasonable legal costs where the Employee reasonably determines it necessary to obtain separate legal advice, when such costs have been pre-approved, which approval will not be unreasonable withheld; |
| (iii) | the request does not materially interfere with the Employee’s other professional or personal commitments; and |
| (iv) | the Employee is not required to provide assistance that would require him to act contrary to his own legal interests or privilege. |
| 6 | The Employee must not make any statement, publicly or otherwise, to disparage or criticise any of the Beneficiaries or speak or write about any of them in a manner which is likely to injure their commercial, professional or personal reputation. This clause does not prevent the Employee from making any statement that is truthful, accurate, and not made with intent to injure the commercial reputation of any Beneficiary or from testifying in any legislative, administrative or judicial proceeding about criminal conduct, discrimination, harassment, or sexual harassment when compelled or requested by lawful process. |
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| 7 | The Employer and the Parent Company must not, and must ensure that their respective directors, officers and senior employees do not, make any statement, publicly or privately, to disparage or criticise the Employee or speak or write about him in a manner which is likely to injure his commercial, professional or personal reputation. The Employer and Parent Company are liable for any breach of this obligation by their respective directors, officers and senior employees. For the avoidance of doubt, this obligation applies to statements made in any public filing, press release, investor communication, or social media communication made by or on behalf of the Employer or Parent Company. |
| 8 | The Parties must keep confidential and not disclose the terms of this deed, or the negotiations leading up to this deed to any other person, whether directly or indirectly, except: |
| (a) | to obtain professional legal or accounting advice (and then only if the recipient of the information has undertaken to keep it confidential); |
| (b) | if required by law, or in relation to any request or investigation by any law enforcement, regulatory or statutory agency; |
| (c) | if required by any stock exchange on which securities of the Parent Company or any Group Member are listed, or by any securities regulator; |
| (d) | by current report on Form 8-K; |
| (e) | for the purpose of enforcing the deed in any court or tribunal; |
| (f) | with the other Parties’ prior written consent; or |
| (g) | to the Employee’s immediate family members (including spouse, domestic partner, or adult children), provided that the Employee shall ensure that any such family member is made aware of the confidentiality obligations in this clause and agrees to keep the information confidential. |
| 9 | Subject to clause 1, the Employee acknowledges and agrees that the Employee will continue to be bound by the continuing obligations and restrictions contained in the Employment Contract. |
| 10 | In accordance with the Variation, the parties agree that the Employment Contract is varied such that: |
| (a) | Item 1 of the particulars in the letter of offer forming part of the Employment Contract is varied so that the Employee’s position changes from Chief Operations Officer to Head of Strategic Partnerships. |
| (b) | Item 6 of the particulars in the letter of offer is varied so that the Employee will be paid an annual base salary of $563,380 AUD (Annual Salary) excluding statutory superannuation contributions. |
| (c) | A fixed STI outcome of AUD$422,535 for your time as the Chief Operating Officer, payable post 31 December 2026, and at the same time as other customary STI payments made by the Company to other executives. |
| (d) | Item 8 is varied to read as follows: You are eligible for a variable incentive of up to 6,416 RSUs subject to achievement of KPI’s as set out in the company job description to be set by the company. |
| (e) | Item 9 is deleted and the terms of this deed regarding Retained RSUs instead apply. |
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| (f) | Clause 6 of the terms of employment forming part of the Employment Contract is varied to add a new clause 6.11, which states that: |
| (i) | The parties agree that this is a fixed term employment agreement, which will continues until 31 March 2027, unless terminated earlier under this clause 6, and that the agreement will terminate automatically on 31 March 2027 without the need for either party to provide notice or payment in lieu of notice. |
| (ii) | The parties may agree mutually in writing to extend this term by time to time by varying this clause 6.11 to provide additional extension of this fixed term date. |
| 11 | The Employee acknowledges that: |
| (a) | he has not improperly copied, used or disclosed to any person any confidential information of the Employer, and will not do so at any time; |
| (b) | he has not commenced proceedings in relation to the Employment or the Variation of the Employment against any of the Beneficiaries; |
| (c) | no promise, representation or inducement has been made to him to enter into this deed, other than as set out in this deed; |
| (d) | he has had reasonable opportunity to receive independent legal advice about the terms and effect of this deed; and |
| (e) | the Employee enters into this deed in all the circumstances, which are not unfair, unconscionable or against public interest. |
| 12 | Subject to clause 9, this deed constitutes the entire agreement between the Parties about its subject matter and replaces any prior understanding or agreement between the Parties relating to the subject matter of this deed, provided that this clause does not supersede or affect: |
| (a) | the Indemnification Agreement, which continues in full force and effect, and any other indemnification or insurance policy maintained by the Parent Company or the Employer that may apply to Employee; or |
| (b) | any equity award agreement, grant notice, or plan document relating to the Retained RSUs, except to the extent Schedule 1 expressly prevails in the event of inconsistency. |
| 13 | The validity, construction and performance of this deed will be governed by the laws of the State of New South Wales, and each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of New South Wales, Australia. |
| 14 | If any part of this deed is found to be void or unenforceable, that part of the deed will be read down or severed to the extent necessary and the rest of the deed will have full force and effect. |
| 15 | This deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this deed. Without limiting the foregoing, if the signatures on behalf of one party are on different counterparts, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this deed. |
| 16 | The failure of a Party to enforce a provision of this deed does not affect that Party’s rights subsequently to enforce that provision or to avail itself of any remedy it may have for any breach of that provision. |
| 17 | This deed may not be amended, modified or varied in any respect except by a written instrument signed by all of the Parties to this deed. |
| 18 | The Parties agree that their communication of an offer or acceptance of this deed, including exchanging counterparts, may be effected by any electronic method that evidences that Party’s execution of this deed, including by electronic signature (including by signing on an electronic device or by digital signature using a recognised electronic signature platform). |
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Executed as a deed
| Signed for and on behalf of SharonAI Holdings, Inc. by its duly appointed agent who by his/her execution warrants his/her authority to execute this instrument in the presence of: |
SharonAI, Inc. by its Agent
Agent /s/ James Manning |
|
| /s/ Phillip Inberg | James Manning | |
| Witness | Print name | |
| Phillip Inberg | CEO | |
| Full name | Position | |
| Signed for and on behalf of SharonAI Pty Ltd ACN 645 215 194 by its duly appointed agent who by his/her execution warrants his/her authority to execute this instrument in the presence of: |
SharonAI Pty Ltd by its Agent
Agent signature /s/ James Manning |
|
| /s/ Phillip Inberg | James Manning | |
| Witness signature | Agent full name | |
| Phillip Inberg | CEO | |
| Witness full name | Agent position | |
| Signed and sealed by | ||
| Andrew Leece | /s/ Andrew Leece | |
| in the presence of: | Andrew Leece signature | |
| Witness signature | ||
| /s/ Phillip Inberg | ||
| Phillip Inberg | ||
| Witness full name | ||
| 08-Sep-2026 | 4:58:07 PM AEST | ||
| Date |