UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 22, 2026, Crisp Momentum Inc. (the “Company”) entered into a Loan Assignment and Share Repurchase Agreement (the “Assignment and Repurchase Agreement”), dated as of July 22, 2026, by and between the Company and Partum AG (“Partum”).
The Company and Nexvers Co., Ltd. (“Nexvers”) previously entered into a Loan Agreement dated November 13, 2025 (the “Loan Agreement”), pursuant to which the Company made a term loan to Nexvers in an aggregate principal amount of up to $3,000,000 (the “Loan”), evidenced by a promissory note dated November 13, 2025 (the “Note” and together with the Loan Agreement, the “Loan Documents”), and pursuant to which advances under the Loan Agreement were made by the Company to Nexvers in an aggregate principal amount of $1,700,000. Nexvers previously made partial repayments of the Loan in an aggregate amount of $200,000, leaving outstanding obligations under the Loan Documents consisting of an outstanding principal balance of $1,500,000 and certain accrued and unpaid interest thereon (together, the “Outstanding Loan Obligations”).
Pursuant to the terms of the Assignment and Repurchase Agreement, the Company agreed to assign to Partum all of the Company’s right, title, and interest in, to and under the Loan Documents (the “Assignment”), such that Partum would be the sole lender and holder of the Loan Documents following the Assignment. Prior to closing of the Assignment, Partum held 20,000,000 shares of the Company’s common stock (the “Shares”). In consideration for the Assignment and subject to the terms of the Assignment and Repurchase Agreement, Partum agreed to transfer the Shares to the Company.
The Assignment and Repurchase Agreement contains customary representations, warranties and covenants for a transaction of this type.
The Assignment closed on July 22, 2026, and Partum transferred the Shares to the Company on July 22, 2026.
The foregoing description of the Assignment and Repurchase Agreement is qualified in its entirety by reference to the complete terms and conditions of the Assignment and Repurchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 1.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Loan Assignment and Share Repurchase Agreement, dated as of July 22, 2026, by and between the registrant and Partum AG. | |
| 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.
| CRISP MOMENTUM INC. | ||
| Date: July 23, 2026 | By: | /s/ Ana Rita Coelho |
| Name: | Ana Rita Coelho | |
| Title: | Interim Chief Executive Officer | |