Fabric.AI, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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Jun 30, 2026 · Filed Aug 14, 2026
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Item 5. Other Information
Rule 10b-5 Trading Arrangements
None of the Company’s officers or directors adopted, modified orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2026, as such terms are defined under Item 408(a) of Regulation S-K.
Murray Consulting Agreement
On August 14, 2026, the Company entered into a consulting agreement with Michael Murray (the “Murray Consulting Agreement”), pursuant to which Mr. Murray will serve as Chairman of the Joint Steering Committee (the “JSC”) established by the JDA. Mr. Murray is the Chief Executive Officer of Kopin Corporation, a holder of 19.9% of the Company’s equity through Series J Convertible Preferred Stock and the Company’s counterparty under the JDA and Supply Agreement. As Chairman of the JSC and pursuant to the terms of the Murray Consulting Agreement, Mr. Murray will provide executive-level guidance on technology strategy, product innovation, market opportunities and ecosystem development, contributions to the recruiting of other steering committee members and offer advice on strategic investments while facilitating alignment among participating organizations. The Murray Consulting Agreement will remain effective for so long as the JDA remains in effect. Mr. Murray may resign as Chairman of the JSC and terminate the Murray Consulting Agreement upon not less than 60 days’ prior written notice.
Pursuant to the Murray Consulting Agreement and to incentivize Mr. Murray for his service as Chairman of the JSC, Mr. Murray will be granted stock options to purchase up to 1,716,564 shares of the Company’s Common Stock (the “Murray Options”), subject to the terms and conditions of the Company’s standard nonqualified stock option award agreement and the Company’s Long-Term Incentive Plan, as amended. The Murray Options have an exercise price of $2.75 per share, the closing price of the Company’s Common Stock on the date prior to the date of the effective date of the Murray Consulting Agreement, are subject to specific exercise requirements, and will vest in three equal installments on the first, second, and third annual anniversaries of the effective date of the Murray Consulting Agreement, provided that Mr. Murray is employed by or providing services to the Company through the applicable vesting date.
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