8-K
AI Era Corp. (AERA)
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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): May 7, 2026
AI Era Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55979 | 37-1740351 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 144<br> Main Street,<br><br> <br>Mt. Kisco, NY | 10549 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (917) 336-2398
| ______________________<br><br> <br>(Former name or former address, if changed since last<br> report) |
|---|
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 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: None
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. [ ]
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Item 5.02. Departure of Directors or Certain Officers;Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.(b) Departure of Principal Officer
On May 7, 2026, Dr. Ahmad Moradi resigned as Chief Executive Officer of AI Era Corp. (the “Company”), effective immediately on May 7, 2026 (the “Termination Date”). Dr. Moradi’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
In connection with his resignation, the Company and Dr. Moradi entered into a Separation and Release Agreement dated May 8, 2026 (the “Separation Agreement”). Pursuant to the Separation Agreement, Dr. Moradi will receive only his accrued but unpaid base salary, pro-rated remote-work stipend (subject to documentation), and any approved unreimbursed business expenses through the Termination Date (the “Final Compensation”), payable within seven days of the Termination Date. The Separation Agreement confirms that Dr. Moradi is not entitled to any severance payments, accelerated vesting of equity, consulting fees, benefits continuation, or any other termination benefits under his Employment Agreement dated March 1, 2026. The Separation Agreement also contains a mutual general release of claims (including a release of claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act) and Dr. Moradi’s reaffirmation of his surviving post-termination obligations under the Employment Agreement (including confidentiality, non-competition, non-solicitation, and non-disparagement covenants).
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Separation and Release Agreement, dated May 8, 2026, by and between AI Era Corp. and Dr. Ahmad Moradi (filed herewith). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
AI Era Corp.
By: /s/ Chiyuan Deng
Chiyuan Deng President and Director
Date: May 11, 2026
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SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (this “Agreement”) is entered into as of May 8, 2026, by and between AI Era Corp., a Nevada corporation (the “Company”), and Dr. Ahmad Moradi (“Executive”).
Recitals
A. The Company and Executive are parties to an Employment Agreement dated March 1, 2026 (the “Employment Agreement”).
B. Executive resigned his position as Chief Executive Officer effective May 7, 2026 (the “Termination Date”).
C. The parties wish to confirm the terms of the separation and provide a full and final resolution of all matters between them.
Agreement
1. Final Compensation. The Company will pay Executive the Final Compensation (accrued but
unpaid Base Salary, pro-rated remote-work stipend, and approved unreimbursed expenses through the Termination Date) within seven (7) days of the Termination Date, less required withholdings.
2. No Other Payments. Executive acknowledges and agrees that he is not entitled to, and the Company shall not pay, any severance, accelerated equity vesting, consulting fees, benefits
continuation, or any other amounts under Section 5.4 or any other provision of the Employment Agreement.
3. Return of Property. Executive represents that he has returned (or will return by the Termination Date) all Company property and Confidential Information.
4. Mutual Release. In consideration of the Final Compensation, each party, on behalf of itself and its affiliates, heirs, and assigns, hereby releases and forever discharges the other party and its affiliates, officers, directors, employees, agents, and successors from any and all claims, demands, or causes of action arising out of or relating to Executive’s employment or the termination thereof, whether known or unknown, that existed on or prior to the date Executive signs this
Agreement. This release includes, without limitation, any claims under the Age Discrimination in Employment Act (ADEA), as amended by the Older Workers Benefit Protection Act. Executive expressly waives any right to assert such claims in the future.
5. OWBPA Compliance. Executive acknowledges that: (a) he has been advised to consult with an attorney before signing this Agreement; (b) he has been given at least twenty-one (21) days to consider this Agreement; and (c) he may revoke this Agreement within seven (7) days after
signing by delivering written notice to the Company. This Agreement shall not become effective until the revocation period has expired.
6. Reaffirmation of Obligations. Executive reaffirms and agrees to continue to comply with all surviving provisions of the Employment Agreement, including Sections 4 (Confidentiality, Non- Competition, Non-Solicitation, Non-Disparagement, and Intellectual Property) and 6.17.
7. No Admission. This Agreement is not an admission of liability by any party.
8. Governing Law; Arbitration. This Agreement is governed by Nevada law and is subject to the arbitration provisions in Section 6.2 of the Employment Agreement.
9. Entire Agreement. This Agreement, together with the surviving provisions of the Employment Agreement, constitutes the entire understanding between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. AI Era Corp.
By: /s/ Chiyuan Deng
Chiyuan Deng, Chairman
EXECUTIVE:
/s/ Dr. Ahmad Moradi
Dr. Ahmad Moradi
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