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0001653909
0001653909
2026-09-30
2026-09-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2026
Smartbird, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-40963 | 47-3999983 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
425 Page Mill Rd.
Suite 200 |
Palo Alto, CA94306 |
(Address of principal executive offices, including zip code) |
|
(628) 225-4848 |
(Registrant’s telephone number, including area 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 (see General Instructions A.2. below):
| ☐ | 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:
| | Trading | Name of each exchange |
Title of each class | Symbol(s) | on which registered |
| | | | |
Class A common stock, $0.0001 par value | | BIRD | | The Nasdaq Stock Market LLC |
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 5.07 Submission of Matters to a Vote of Security Holders.
On September 30, 2026, Smartbird, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the five proposals set forth below. A more detailed description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 11, 2026.
Proposal No. 1: To approve the election of the Class II directors to hold office until the 2029 Annual Meeting of Stockholders.
Director | | Votes For | | Withheld |
Daniel Kasun | | 24,767,216 | | 35,207 |
Elizabeth Mora | | 24,766,024 | | 36,399 |
Proposal No. 2: To approve an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares authorized for issuance under the plan.
Votes For | | Votes Against | | Abstained |
18,378,187 | | 946,000 | | 5,478,236 |
Proposal No. 3: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of our Class A common stock representing more than 19.99% upon the conversion of certain Convertible Notes.
Votes For | | Votes Against | | Abstained |
24,725,914 | | 72,874 | | 3,635 |
Proposal No. 4: To ratify the selection of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes For | | Votes Against | | Abstained |
27,601,747 | | 92,479 | | 305,413 |
Proposal No. 5: To approve of one or more adjournments of the Annual Meeting from time to time, if necessary, to solicit additional proxies in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the proposals presented at the meeting.
Votes For | | Votes Against | | Abstained |
26,605,116 | | 1,352,622 | | 41,901 |
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit | | Description |
99.1 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Smartbird, Inc. | |
Dated: October 1, 2026 | | | |
| By: | /s/ Nadia Carlsten | |
| | Nadia Carlsten | |
| | Chief Executive Officer | |