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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
Date
of Report (Date of earliest event reported):
BRIGHTLINE INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
15 West 38th St., 12th Floor
New York, NY 10018
(Former address of principal executive offices) (Zip Code)
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 | ||
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 3.03 Material Modification to Rights of Security Holders.
On September 21, 2026, Brightline Interactive, Inc. (the “Company”) filed a Certificate of Change (the “Certificate of Change”) pursuant to Section 78.209 of the Nevada Revised Statutes (the “NRS”) with the Secretary of State of the State of Nevada to effect a one-for-eight (1-for-8) reverse stock split (the “Reverse Stock Split”) of the Company’s authorized and outstanding common stock, par value $0.001 per share (the “Common Stock”) effective as 12:01 a.m. Eastern Time on September 28, 2026. The Reverse Stock Split was approved by the Company’s Board of Directors by unanimous written consent dated September 13, 2026, without stockholder approval, as permitted under Section 78.207 of the NRS.
The Company expects that its Common Stock will begin trading on a post-split basis under the Company’s existing trading symbol, “BTLN,” when the market opens on September 28, 2026. The new CUSIP identifier for the Common Stock following the Reverse Stock Split will be 37892C205.
As a result of the Reverse Stock Split, every eight shares of Common Stock will be automatically combined into one share of Common Stock. The total number of authorized shares of Common Stock will be proportionally reduced following the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share at the Depository Trust Company participant level. The reverse stock split affects all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (other than the nominal effect of the treatment of fractional shares). Proportionate adjustments for the Reverse Stock Split will be made to the per share exercise price and the number of shares issuable upon the exercise of warrants, the number of shares reserved for issuance under the Company’s equity incentive plan, and all then-outstanding awards under the Company’s equity incentive plan, as applicable. The Reverse Stock Split will not change the par value of the Common Stock or modify any voting rights or other terms of the Common Stock.
The foregoing summary of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Change, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 23, 2026, the Company issued a press release affirming its intent to remain listed on the Nasdaq Capital Market, announcing the above referenced Reverse Stock Split and confirming it has submitted its appeal of the previously announced Staff delisting determination in connection with Nasdaq Listing Rule 5550(a)(2), requiring a minimum bid price of at least $1.00 per share (the “Bid Price Requirement”). Subject to the scheduling of the Nasdaq Hearing Panel and trading in the Company’s common stock following the Reverse Stock Split, the Company anticipates that it will regain compliance with the Bid Price Requirement in advance of its hearing before the Nasdaq Hearing Panel, at which time the Nasdaq staff’s delisting determination will be mooted out and the delisting terminated. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “intent,” “anticipate,” “expects,” “will,” and “believe,” or the negative thereof or other variations thereon or comparable terminology are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, the anticipated timing and benefits of the Reverse Stock Split, and the Company’s ability to maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Change, effective September 28, 2026 | |
| 99.1 | Press Release, dated September 23, 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.
| BRIGHTLINE INTERACTIVE, INC. | ||
| Date: September 23, 2026 | /s/ Tyler Gates | |
| Name: | Tyler Gates | |
| Title: | President and Chief Executive Officer | |
Exhibit 3.1
Exhibit 99.1
Brightline Interactive Announces Reverse Stock Split of the Company’s Common Stock to Regain Compliance with Nasdaq Bid Price Requirement
ASHBURN, VA – September 23, 2026 – Brightline Interactive, Inc. (“Brightline” or the “Company”) (NASDAQ: BTLN), today announced a planned reverse stock split of its authorized and outstanding shares of common stock at a ratio of 1-for-8. The reverse stock split will take effect as of 12:01 a.m. ET, on September 28, 2026, and shares of Brightline will trade on a post-split basis on Nasdaq under the existing trading symbol, “BTLN,” at the market open on September 28, 2026. The reverse split is intended to allow the Company to regain compliance with the Nasdaq Bid Price Requirement. Following the reverse stock split, the new CUSIP number of the common stock will be 37892C205, with the par value per share of common stock remaining at $0.001. A proportionate adjustment will be made to the per-share exercise prices and number of shares issuable under all outstanding warrants, options and equity awards.
When the reverse stock split becomes effective, every 8 shares of the Company’s authorized and outstanding common stock will be combined into one share of common stock. Each stockholder’s percentage ownership interest in Brightline will remain unchanged after the reverse stock split. Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share of common stock at the Depository Trust Company participant level.
As previously disclosed, on March 13, 2026, the Company received deficiency notices from Nasdaq indicating that the closing bid price of the Common Stock had been below $1.00 per share for 30 consecutive business days, and as such the Company was not in compliance with the Bid Price Requirement. The Company failed to regain compliance within the 180-day grace period, and Nasdaq subsequently issued a Staff Determination to delist the Company on September 11, 2026. The Company requested a hearing to appeal the Staff Determination, which stayed the delisting determination, and has implemented the reverse split to regain compliance with the Bid Price Requirement. The Company anticipates that it will regain compliance with the Bid Price Requirement prior to the date of the Nasdaq Hearing Panel, in which case the Staff Determination would be mooted, and the Company would no longer be subject to delisting pursuant to the Staff Determination. Regaining compliance with the Bid Price Requirement is subject to market trading and accordingly there can be no assurance that the Company will regain compliance prior to the date of the Nasdaq Hearing Panel, or at all.
About Brightline Interactive
Brightline Interactive is building SpatialCore, an interoperability infrastructure platform for Physical AI. SpatialCore is designed to connect real-world data from sensors, autonomous systems, digital twins, geospatial environments and other sources into a shared, AI-ready understanding of the physical world. Brightline works across defense, government and commercial markets to enable people, AI and autonomous systems to operate more effectively together. For more information, visit www.brightlineinteractive.com.
Cautionary Statement on Forward-Looking Statements
This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements related to Brightline Interactive’s strategy to regain compliance with Nasdaq listing requirements and plans to conduct a reverse stock split. The words “plan,” “will,” “intend,” “anticipate,” and similar expressions, or the negative of these words or other similar terms, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain and maintain compliance with Nasdaq’s continued listing standards and maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Company Contact
Demetrios Soutsos, Chief Strategy Officer
info@brightlineinteractive.com
Media Contact
Brightline: brightline@samsonpr.com