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):
(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)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 1.01 Entry into a Material Definitive Agreement
First Supplemental Indenture
On August 21, 2026, following receipt of the requisite consents from holders of the Notes (as defined below), SharonAI Holdings Inc. (the “Company”), as issuer, the subsidiary guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee, entered into the First Supplemental Indenture, dated as of August 21, 2026 (the “First Supplemental Indenture”), to the Indenture, dated as of May 18, 2026 (the “Base Indenture”), governing the Company’s outstanding 6.00% Convertible Senior Notes due May 1, 2031 (the “Notes”).
Pursuant to the First Supplemental Indenture, the Base Indenture was amended to, among other things, (i) remove certain restrictive covenants applicable to the Company and its subsidiaries, including with respect to their ability to incur, maintain and repay indebtedness and grant liens securing indebtedness, and (ii) make other relevant conforming and technical amendments.
The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 4.1 | First Supplemental Indenture, dated as of August 21, 2026, by and among SharonAI Holdings Inc., the subsidiary guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ||
| Date: August 26, 2026 | By: | /s/ James Manning |
| Name: | James Manning | |
| Title: | Chief Executive Officer | |