Adapti, Inc. Announces Key Management Changes and Entry into Separation Agreement

Highlights from the Latest Form 8-K Filing

• Company Name Change: The entity formerly known as 07 Trade & Services has officially changed its name to Adapti, Inc. as of November 21, 2024.
• Management Transition: Appointment of Adam Nicosia as Interim Principal Financial and Accounting Officer.
• Separation Agreement: The company has entered into a material separation agreement with Marilu Brassington, a significant officer, with details on compensation, equity, and accelerated option vesting.
• Unregistered Sale of Equity Securities: The company has amended and accelerated stock options, exempt from registration under Section 4(a)(2) and/or Regulation D.
• No Securities Registered for Trading: The company currently has no listed securities or trading symbols on any exchange.

Detailed Developments

1. Company Overview and Recent Changes

Adapti, Inc., previously known as 07 Trade & Services (and before that, Scepter Holdings, Inc. NV, and Brazos International Exploration, Inc.), is incorporated in Nevada and based in Brooklyn, NY. The company’s fiscal year ends on March 31. The latest SEC filing (Form 8-K dated March 6, 2026) signals a significant transition period for the company.

2. Management Changes

Adam Nicosia has been appointed as the interim Principal Financial and Accounting Officer. Notably, Mr. Nicosia will not receive any additional compensation for assuming this interim role. This change follows the separation of Marilu Brassington, whose departure is covered by a detailed agreement described below.

3. Material Definitive Agreement – Separation of Marilu Brassington

The company has executed a Separation Agreement with Marilu Brassington, which is considered a material event for shareholders. The agreement includes:

• Consulting Fees: Up to \$120,000 in consulting fees to be paid in tranches, subject to the company’s successful fundraising efforts under Regulation A:
  • \$40,000 payable upon receiving \$500,000 in aggregate net proceeds from a Regulation A offering.
  • An additional \$40,000 upon reaching \$1,000,000 in aggregate net proceeds from Regulation A offerings.
  • Any remaining unpaid consulting fees are to be paid no later than March 31, 2027.
• Equity Compensation: Issuance of \$60,000 worth of the company’s common stock (par value \$0.001 per share), valued at the closing price on March 31, 2026. These shares will be subject to standard restrictions and applicable securities laws.
• Accelerated Option Vesting: Acceleration of vesting on 50,000 shares under a Non-Qualified Stock Option Agreement dated August 14, 2025. These options will remain exercisable as per their original terms.

4. Unregistered Sale of Equity Securities

The Form 8-K discloses an unregistered sale of equity securities in relation to the accelerated and amended options described above. This transaction is exempt from registration under Section 4(a)(2) of the Securities Act and/or Regulation D. Such transactions can be price-sensitive as they may impact share count and potential dilution.

5. No Listed Securities

The company currently does not have any securities registered under Section 12(b) of the Securities Exchange Act and does not have a trading symbol, meaning shares do not trade on any major exchange at this time. This is important for investors to note, as liquidity and valuation discovery may be limited.

6. Other Notable Provisions

• The separation agreement contains standard restrictive covenants regarding confidentiality, non-disclosure, and the protection of company goodwill and proprietary information.
• The agreement includes standard carve-outs for whistleblower activity, allowing the former officer to participate in regulatory investigations or proceedings.

Potential Share Price Sensitivity

• The departure of a key officer and appointment of an interim financial officer may raise questions about the stability and future direction of the company’s leadership.
• Equity issuances and accelerated option vesting could lead to potential dilution for existing shareholders if/when the company’s stock becomes publicly traded.
• The contingency of consulting payments on successful fundraising may signal both opportunities (if successful) and risks (if the company cannot raise sufficient capital).
• The fact that the company has no listed shares may affect liquidity and the ability of investors to realize gains or losses in the near term.

Exhibits and Further Information

The full text of the Separation Agreement between Adapti, Inc. and Marilu Brassington is available as Exhibit 10.01 to the Form 8-K.

Disclaimer: This article is a summary of a public SEC filing by Adapti, Inc. and is for informational purposes only. It does not constitute investment advice or a recommendation to buy or sell any securities. Investors should review the full SEC filing and consult with their own advisors before making any investment decisions. The company currently does not have securities listed for public trading, which may limit investment opportunities and liquidity.

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