Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 15, 2025, Adapti, Inc. ("Company") issued a 17.5% Original Issue Discount Senior Convertible Promissory Note (the "Note") in the principal amount of $181,818 ("Principal Amount") in exchange for $150,000 in cash. The Note was issued to Jeff Campbell, the Company's executive chairman, and an accredited investor.

The Note (i) has a maturity date of December 14, 2025, (ii) may be prepaid by the Company for the Principal Amount at any time prior to the Maturity Date (iii) begins to accrue interest if not paid or converted at the Maturity Date at a rate of twenty percent (20%) for every ninety (90) day period thereafter, and (iv) is convertible into shares of common stock ("Common Stock") of the Company at the election of the holder at any time, subject to a beneficial ownership limitation of 4.99% (which may be increase by holder to not greater than 9.99% on 61 days notice), at a conversion price per share equal to the lesser of (a) $3.08 and (b) 70% of the closing price of the Common Stock on the date of conversion on the trading market or quotation system where the Common Stock is listed.

The securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

The foregoing summary of the Note is qualified in its entirety by reference to the full text of such document, a copy of the form of which is attached hereto as Exhibit 10.01, and which is incorporated herein in its entirety by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.