🧾 What This Document Is

This is an 8-K filing, which is a report companies file with the SEC to announce major events that shareholders should know about. In this case, Adapti is announcing it has signed a definitive agreement to buy the core business of Levelution Sports.

👉 In short: Adapti is acquiring a sports marketing agency to expand its services.

🏢 What The Companies Do

About Adapti, Inc. (ADTI): They use AI technology to match brands with the right social media influencers. They already own a sports agency (Ballengee Group) that represents MLB players. Their goal is to build a global platform that uses data analytics for marketing.

About Levelution Sports: This is a Texas-based agency that helps college athletes navigate "Name, Image, and Likeness" (NIL) deals. They focus on compliance, brand partnerships, and career development for student-athletes.

👉 The strategic fit: Adapti is adding college athlete representation to its existing pro athlete (MLB) business, creating a wider sports marketing portfolio.

🤝 The Deal Basics

Deal Type: Asset Purchase Agreement.
Date Signed: April 1, 2026.
Buyer: Adapti, Inc.
Seller: Levelution Sports Agency, LLC.
What's Being Bought: "Substantially all" of Levelution's assets related to its NIL and sports marketing business. This includes things like contracts, customer lists, equipment, intellectual property, and goodwill.
What's Being Assumed: Adapti will take on certain specified liabilities ("Assumed Liabilities") of the business as part of the payment.

💰 The Purchase Price (The Most Interesting Part)

Adapti is not paying cash. The entire price is in company stock.

Total Shares: 324,675 shares of Adapti common stock.
The "Holdback": Of those, 32,468 shares (called "Indemnity Shares") will be held back for 18 months. This is a safety net for Adapti in case Levelution breaches any promises (warranties) in the deal. If all is well after 18 months, those shares are released.
Plus Liabilities: The price also includes Adapti's assumption of the agreed-upon liabilities.

👉 Why it matters: This is a "stock-for-assets" deal. Levelution's owners are becoming shareholders in Adapti, aligning their future interests with the company's success.

🔍 Key Deal Mechanics & Terms

Closing Date: The deal is set to close on April 1, 2026, at the law firm's offices or remotely.
Third-Party Consents: Adapti needs to get permission from some customers and partners to transfer contracts. Levelution must try to get these approvals.
Tax Allocation: Within 90 days of closing, the parties must agree on how to allocate the purchase price among the assets for tax purposes. This is a standard but important step.
No Brokers: The agreement states that no broker or finder is owed a fee from Levelution's side for this deal.

⚖️ Seller's Promises (Representations & Warranties)

Levelution is making a long list of promises about its business, which is standard in these agreements. Key promises include:

It's a valid company with the power to make this deal.
Its financial statements for 2023-2025 are accurate.
It has no hidden, major debts.
It owns the assets it's selling, free and clear of major liens.
Its contracts are valid, and it hasn't breached them.
It's not involved in any major lawsuits.
It has paid all its taxes.

👉 Why this matters: These promises protect Adapti. If Levelution lied about any of these points, Adapti could sue for damages, which is why they hold back those 32,468 shares.

🌍 Why This Deal Matters

Strategic Expansion: This move solidifies Adapti's push into the sports agency world. They started with pro baseball (Ballengee Group) and are now adding the college athlete (NIL) market, which is booming.
Building an Ecosystem: Adapti's stated plan is to blend traditional contract negotiation with its own AI-powered social media campaigns. Acquiring Levelution gives them a ready-made client base and expertise in the college space to test and deploy this integrated model.
Growth via Acquisition: Rather than building a new division from scratch, Adapti is buying an existing, operational business. This is a faster (though sometimes riskier) path to growth.

⚖️ Big Picture: Strengths & Risks

👍 Strengths (for Adapti):

Gains immediate market share and expertise in the fast-growing NIL sector.
Adds a new revenue stream that complements its existing MLB agency.
The all-stock deal preserves Adapti's cash for operations.

⚠️ Risks (to Watch):

Integration Risk: Merging two company cultures and systems is always challenging.
Market Risk: The NIL and college sports marketing landscape is still evolving and faces regulatory uncertainty.
Earn-Out Risk: Since the price is fixed stock, there's no direct link to future performance. The seller's incentive post-close might be weaker than in a cash-plus-earn-out deal.
Stock Dilution: Issuing new shares dilutes existing shareholders' ownership percentage.

🧠 The Analogy

Imagine a tech company that builds fancy grills (Adapti's AI platform) buys a popular local butcher shop (Levelution). Now they can not only sell you the best grill but also provide the perfectly matched steaks and the recipes to cook them. They're bundling the tool with the content, creating a one-stop shop for barbecue lovers (brands and athletes).

🧩 Final Takeaway

Adapti is using its stock as currency to fast-track its expansion into the college athlete marketing business. This deal combines Levelution's NIL client roster with Adapti's tech ambitions, aiming to create a full-service sports marketing platform. The success will depend on seamless integration and the effective rollout of Adapti's planned AI-driven services.

Adapti, Inc. — 8-K Filing