UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
On February 5, 2026, Ecominas Corp. (the “Company”) entered into an Asset Purchase Agreement (the “Original Agreement”) with Francisco Antonio Sbert Mousko (the “Seller”), which the parties amended by a First Amendment dated July 24, 2026 (the “Amendment” and, together with the Original Agreement, the “APA”). As amended, the APA provided for the Company to acquire certain technology and intellectual-property assets and certain operational-use real-property and land-use interests (the “Purchased Assets”) in exchange for 700,000 shares of the Company’s Series A Preferred Stock (the “Consideration Shares”). The Original Agreement was filed as Exhibit 10.1 to the Company’s Registration Statement on Form 10, and the Amendment was filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A.
As previously disclosed, the transaction under the APA closed on July 24, 2026. At closing, the Company’s Board of Directors approved the issuance of the Consideration Shares, and the Company delivered a treasury order instructing its transfer agent to issue the Consideration Shares to the Seller. The Company’s prior reports described the Consideration Shares as issued; however, the transfer agent had not issued the Consideration Shares. Following closing, the Seller did not deliver the Purchased Assets to the Company.
On October 28, 2026, the Company delivered to the Seller written notice terminating and rescinding the APA, effective immediately, on the basis of the Seller’s breach and repudiation of the APA. As a result of the Seller’s breach and repudiation, the Company withdrew its treasury order and instructed its transfer agent not to issue the Consideration Shares, and, on October 28, 2026, the Company relinquished any interest in the Purchased Assets by way of letter to Seller. No Consideration Shares were issued, and none will be issued. The Company did not incur any early termination penalties in connection with the termination.
Item 8.01 Other Events.
On October 27, 2026, the Board of Directors of Ecominas Corp. (the “Company”) approved a proposed amendment to the Company's Articles of Incorporation to change its corporate name from “Ecominas Corp.” to “EcoCora Intelligence Corp.,” subject to the requisite shareholder approval.
The proposed name change has not yet become effective and remains subject to applicable corporate and regulatory requirements, including the filing of an amendment to the Company's Articles of Incorporation with the Nevada Secretary of State and processing of the applicable corporate action by the Financial Industry Regulatory Authority (“FINRA”).
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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.
ECOMINAS CORP.
Date: October 28, 2026
By: | /s/ Franklin Marín Toro |
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Name: | Franklin Marín Toro |
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Title: | Chief Executive Officer |
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