Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On June 30, 2026, StageWise Strategies Corp., a Nevada corporation (the "Company"), entered into a Share Subscription Agreement (the "Subscription Agreement") with Jakhongir Abidovich Artikkhodjaev (the "Subscriber"), a controlling shareholder of the Company who currently owns approximately 74.2% of the issued and outstanding shares of common stock, par value $0.001 of the Company (the "Common Stock"), prior to giving effect to the issuance of shares of Common Stock contemplated by the Subscription Agreement.

Pursuant to the Subscription Agreement, the Company agreed to issue and sell to the Subscriber, and the Subscriber agreed to purchase, 1,000,000 shares of the Company's Common Stock (the "Shares"), for an aggregate purchase price of $250,000 (the "Purchase Price"). On June 30, 2026, a payment of $44,500 was deposited into the Company's bank account, and the Company expects to receive the remaining $205,500 on or before July 31, 2026. The Company will issue the Shares to the Subscriber upon receipt of the full $250,000 Purchase Price.

The Shares will be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act of 1933, as amended (the "Securities Act"), and certificates or book entries representing the Shares will bear an appropriate restrictive legend. The Subscriber has agreed not to offer, sell, pledge or otherwise transfer the Shares except pursuant to an effective registration statement under the Securities Act or an available exemption from registration. The Subscription Agreement contains customary representations and warranties of the Company and the Subscriber, including that the Subscriber is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act, is acquiring the Shares for the Subscriber's own account for investment purposes only and not with a view to distribution, and did not make an investment decision as a result of any general solicitation or general advertising. No broker, finder or other financial consultant acted on behalf of either party in connection with the Subscription Agreement or the transactions contemplated thereby. The Subscription Agreement is governed by the laws of the State of Nevada.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Shares described in Item 1.01 have not been registered under the Securities Act and will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering. The Subscriber has represented that he is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act, that it is acquiring the Shares for investment purposes for his own account and not with a view to any distribution thereof, and that he did not make an investment decision as a result of any general solicitation or general advertising. The Shares will be subject to transfer restrictions and will bear an appropriate restrictive legend under the Securities Act.