8-K - ONEI - Equibles

UNITED

STATES

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): November 3, 2025

OneMetaInc.

(Exact name of registrant as specified in its charter)

Nevada	000-56565	20-5150818
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
450<br> South 400 East, Suite 200, Bountiful, UT 84010
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(Address<br> of principal executive offices)	(Zip<br> Code)
Registrant’s<br> telephone number, including area code	702-550-0122
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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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.001 par value	ONEI	OTCQB<br> Marketplace

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 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. ☐

Item1.01 Entry into a Material Definitive Agreement.

On November 3, 2025, OneMeta, Inc. (the “Company”), entered into (i) a Confidential General Release and Settlement Agreement with Rowland W. Day II, the Company’s former President, Chief Financial Officer, Secretary, Chief Legal Officer, and a member of the Board of Directors (the “Settlement Agreement”), and (ii) a related Stock Repurchase Agreement with the Rowland W. Day II and Jaimie D. Day Family Trust under declaration dated April 13, 1990 (the “Stock Repurchase Agreement” and together with the Settlement Agreement, the “Agreements”). The Agreements were approved by the Company’s Board of Directors on November 3, 2025.

Pursuant to the Settlement Agreement, Mr. Day resigned from all positions with the Company and its affiliates effective October 31, 2025 (the “Effective Date”). In connection with his resignation, the Company agreed to the following material terms: (i) payment to Mr. Day of $917,966.43 in satisfaction of outstanding loans and reimbursable credit card balances owed to him and the Rowland W. Day II and Jaimie D. Day Family Trust (the “Trust”); (ii) payment to Mr. Day of $408,486.01 for accrued salary, payable no later than December 15, 2025; and (iii) execution of the Stock Repurchase Agreement providing for repurchase by the Company from the Trust of 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date. The repurchase is to occur in one or more closings prior to March 27, 2026.

In exchange, the Company and Mr. Day provided mutual releases of claims, whereby each party released the other from all claims arising out of or relating to Mr. Day’s employment, service or separation through the Effective Date. The Settlement Agreement also includes customary confidentiality, non-disparagement, and arbitration provisions.

If the Company fails to make the salary payment by December 15, 2025, or to complete the stock repurchase by March 27, 2026, the Stock Repurchase Agreement provides that the Company’s Chief Executive Officer, Saul Leal, and the Board of Directors will reappoint Mr. Day to his former executive roles within two days of such default.

The foregoing descriptions of the Settlement Agreement and the Stock Repurchase Agreement are qualified in their entirety by reference to the full text of those documents, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers.

Effective October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board of Directors of the Company. Mr. Day’s resignation was in connection with the Settlement Agreement described above and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Confidential General Release and Settlement Agreement, dated October 31, 2025, by and between OneMeta Inc. and Rowland W. Day II.
10.2	Stock Repurchase Agreement, dated October 31, 2025, by and between OneMeta Inc. and Rowland W. Day II and Jaime D. Day Family Trust.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ONE META INC.
Date:<br> November 6, 2025	By:	/s/ Saul Leal
		Saul<br> Leal
		President

Exhibit10.1

CONFIDENTIALGENERAL RELEASE AND SETTLEMENT AGREEMENT

This Confidential General Release and Settlement Agreement (“Agreement”) is made and entered into, by and between OneMeta Inc., a Nevada corporation (the “Company”), on the one hand; and Rowland Day (“Executive”), on the other hand on October 31, 2025 (the “Effective Date”). Company and Executive are referred to collectively as the “Parties” and each as a “Party.”

I. GENERAL RECITALS

This General Release and Settlement Agreement is made for the following purposes and with reference to the following facts:

1.1 Executive is serving as President, Chief Financial Officer, Secretary, Chief Legal Officer and a member of the Board of Directors of the Company (“Executive Roles in Company”).

1.2 Executive is resign from all positions Executive has with the Company including all Executive Roles in the Comany and any other positions and/or roles he currently holds at or with Company , and each of them, and any other company or entity affiliated or related to Company, including, but not limited to, the Executive Roles in Company, as of the Effective Date (October 31, 2025).For the avoidance of doubt, Executive’s employment with Company and Executive Roles in Company shall terminate as of the Effective Date and Executive’s Employment Agreement dated as of December 19, 2024 (the “Employment Agreement”) is terminated and as of no force and effect. In additioin, except as set forth in 2.1.4 below, Executive agrees not to seek re-election as a director of the Company at any time following the Effective Date. On the Effective Date and upon receipt of the payment as disclosed in Section 2.1.1, Executive will resign from all Executive Roles in Company.

1.3 Company and Executive now desire to terminate their relationship (“Termination”).

1.4 Executive and Company each specifically denies any fault or wrongdoing in relation to the Parties’ respective Termination. Nothing in this Agreement shall be considered or construed as an admission by either Party as to the merits of, or liability for, any of the contentions or allegations made by the other Party, including in connection with the Termination.

1.5 The purpose of this Agreement is to settle and compromise all disputes and controversies existing between the Parties hereto, including, but not limited to, any and all claims that are raised or might be raised in the above-referenced Termination.

1.6 The Company’s board of directors has approved of the terms of this Agreement.

II. SETTLEMENT OBLIGATIONS

In consideration of the promises, representations, warranties, covenants, releases, and agreements set forth herein, and for other good and valuable consideration, the Parties agree as follows:

2.1 Obligations of Company

2.1.1 Repayment of Loans and Credit Card Balance to Executive. On the Effective Date, the Company will pay to Executive by wire transfer to the account specified in writing by the Executive the sum of Nine Hundred Seventeen Thousand Nine Hundred Sixty Six and 43/100 U.S. Dollars (U.S.$917,966.43) in satisfaction of the outstanding secured promissory notes previously issued to Rowland W Day II and Jaime D Day Family Trust U/D/T April 13, 1990, of which Executive serves as Trustee (the “Trust”) and set forth on Exhibit A hereto in the combined principal amount of Six Hundred Twenty Seven Four Hundred Twenty Four and 20/100 U.S. Dollars ($627,424.20) which includes accrued interest of One Hundred One Thouasand Two Hundred Twenty Five and 23/100 U.S. Dollars ($101,225.23) and the outstanding credit card balance on Executive’s credit cards of Two Hundred Ninety Thousand Five Hundred Forty Two and 23/100 U.S. Dollars ($290,542.23), which includes accrued interest of Twenty Seven Six Hundred Twenty Three and 04/100 U.S. Dollars ($27,623.04) (collectively, the “Indebtedness”) concurrently with the execution of this Agreement (“Indebtedness Payment”).

2.1.2 Settlement of Accrued Salary. Company agrees to make a one-time cash payment to Executive on or before December 15, 2025by wire transfer to the account specified in writing by the Executive in the amount of Four Hundred Eight Thousand Four Hundred Eighty Six and 01/100 U.S. Dollars ($408,486.01), which includes interest on such accrued salary in the amount of Thirty Thouisand Nine Hundred Eighty Six and 01/100 U.S. Dollars ($30,986.01) in full settlement of all of Executive’s accrued salary as of the date of this Agreeement and constitutes alll salary due to the Executive on the Effective Date (the “Accured Salary Payment”).

2.1.3 Stock Repurchase Agreement. Company agrees to execute and deliver the Stock Repurchase Agreement as attached hereto as Exhibit B (the “Stock Repurchase Ageeement”) by which the Company will have the obligation to purchase from the Trust by March 27, 2026: (i) 4,309,710 shares of the Company’s Series B-1 Preferred Stock, par value $0.001 per share (the “Series B-1 Shares”) at a price of (A) $0.605 per share of Series B-1 Shares purchased on or before December 15, 2025; or (B) $0.66 per share of Series B-1 Shares purchased after December 15, 2026 and by March 27, 2026; and (ii) 307,647 shares (“Common Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock” at a price of (A) $0.055 per share for each Common Share purchased on or before December 15, 2025 and (B) $0.06 per Common Share for each Common Shares purchased after December 15, 2025 and by March 27, 2026 .

2.1.4 Appointment of Executive as an Officer and Director. In the event that the Company fails to (i) make the Accrued Salary Payment by December 15, 2025 (the “Accrued Salary Default”) or (ii) to complete the full purchase of the Series B-1 Shares and Common Shares by March 27, 2026 (the “Stock Repurchase Default”), Saul Leal, the Company’s CEO irrevocably agrees to vote all of his Sereies B-1 Shares and Common Shares to appoint Executive to the Executive Roles within 2-days of the Accrued Salary Default or the Stock Repurchase Default. Additionally, the Company’s directors agree to appoint Executive to the Executive Roles in the event of an Accrued Salary Default or the Stock Repurchase Default.

2.1.5 Last day of Employment of Executive. The Company acknowledges that Executive’s last day of employment shall be the Effective Date and Executive shall be paid his salary up to and including the Effective Date.

2.1.6 Securities Laws Disclosure. The Company shall file a Current Report on Form 8-K, including this Agreement and the Stock Repurchase Agreemenet as exhibits thereto, with the Commission within the time required by the Securities Exchange Act of 1934, as amended.

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2.2 Obligations of Executive

2.2.1 Satisfaction and Termination of all Indebtedness. Executive agrees that on the Effective Date, concurrent with receipt of the Indebtedness Payment that all Indebtedness and any related loan documents are cancelled, paid-in-full and terminated. Company’s legal counsel shall prepare all necessary documents to cancel the Indebtedness and file the necessary documents to cancle any security interests Executive has with the secured promissory note.

2.2.2 Stock Repurchase Agreement. Executive will deliver copy of the Stock Repurchase Agreement executed by the Trust.

2.2.3 Acknowledgement of Company Intellectual Property. Executive acknowledges and agrees that all Intellectual Property created after June 30, 2022, was created by Company and Company is the rightful and exclusive owner of all Company patents, trademarks, copyrights, mask works, Confidential Information, Trade Secrets, Company Works, and other proprietary rights in Company Confidential Information (collectively, “Company Intellectual Property”).

2.2.3.1 For the purposes of this Agreement, “Confidential Information” shall mean all tangible and intangible proprietary information, materials, processes, process parameters, methods, practices, techniques, technical plans, drawings, designs, past, present or ongoing research and research objectives, data, algorithms, hardware, computer software, firmware and programs, source code, computer screens, product and process specifications and related documentation, formulae, patterns, sketches, models, inventions and invention disclosures, unpublished patent applications and disclosures, licensing and prospective licensing information and strategies, know-how, apparatus, equipment, chemical or biological materials, discoveries, information regarding research, experimental work, developments, improvements, prototypes and devices, engineering plans, procurement requirements, concepts, ideas, customer information and lists, customer sales data, discounts, budgets and loss information, pricing information, price lists, supplier information and lists, Company-compiled personnel and compensation information and records, investor lists or information, prospective or target investors, non-public prospectus information, investment strategies, valuations, marketing, manufacturing and business plans, forecasts, and strategies, financial information, responses to requests for proposals and other bid information, and all other confidential or proprietary business information relating to the Company or its operations; and all documents, files, and records containing or disclosing such information all other summaries and compilations of information, which relate in any way to the business of Company, and which is or are disclosed to Executive by Company, or on its behalf, either directly or indirectly, in writing, verbally, electronically or by drawings or by inspection of documents or facilities, or in any other way, including through Executive’s employment with Company or in the Executive Roles in Company. As used in this Agreement, Confidential Information need not constitute a Trade Secret, but Confidential Information shall also include, without limitation, all Trade Secrets (“Trade Secret” shall have the same meaning as a trade secret pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1839).

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2.2.3.2 For the purposes of this Agreement, “Company Works” shall mean all works, within the meaning of the United States Copyright Act, that were or are created for or by any Company employee within the scope of such Company employee’s employment by Company, including any works created, in whole or in part, by Executive within the scope of Executive’s employment by Company or which relate to the business of Company, or any works assigned to Company.

2.2.4 Return of Company Tangible and Intellectual Property. Executive represents that Executive does not have any Company Tangible and Intellectual Property in his possession, custody, or control.

2.2.5 Executive shall not use or disclose any Company Intellectual Property. If Executive discovers any Company Intellectual Property or other Company property, documents, or files of any description in Executive’s possession that Executive inadvertently retained after the Effective Date of this Agreement, Executive agrees to return such items, information, documents, and Intellectual Property to Company within 72 hours and not to disclose them to any third party.

III.COMPROMISE OF CLAIMS

3.1 The parties acknowledge that the settlement embodied in this Agreement is a compromise of Executive’s employment and is not an admission of liability.

IV. MUTUAL release and waiver of claims

4.1 Company and Executive, on their own behalf and on behalf of their parents, subsidiaries, and affiliates, and each of their predecessors, successors, and assigns, hereby releases and discharges each other from all all claims, demands, contracts, losses, damages, actions, causes of action, suits, proceedings, debts, promises, liabilities, obligations, costs, expenses, attorneys’ fees, remedies, indemnities or duties, whether known or unknown, fixed or contingent, accrued or not yet accrued, matured or not yet matured, anticipated or unanticipated, of any kind whatsoever that arise out of or relate to, directly or indirectly, (i) the Termination, (ii) Executive’s employment with Company, or (iv) Executive’s service in, separation from, or resignation from the Executive Roles in Company, or any of them, as of or at any time prior to the Effective Date, except nothing in this Paragraph shall be deemed to release either the Company or Executive from their obligations under this Agreement.

V.WAIVER OF CLAIMS

5.1 The Parties each expressly waive and relinquish all rights and benefits not covered by a general release wherein a general release cannot extend to claims which the Party does not know or suspect to exist in the Party’s favor at the time of executing the release, which if known by the Party must have materially affected the Party’s settlement with the other Party.

5.2 The Parties acknowledge they may later discover facts different from or in addition to those that they or their attorneys now know or believe to be true. It is the intention of the Parties to fully, finally and forever settle and release all Claims included in the releases set forth in this Agreement. The releases provided in this Agreement shall remain in effect notwithstanding the discovery or existence of any additional or different facts or the occurrence of any such future events, circumstances or conditions.

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5.3 The Parties expressly waive and relinquish all rights and benefits the Party may have, as well as any other statutes or common law practices of similar effect. The releases in this Agreement and the rights and obligations hereunder shall be governed by and construed and interpreted in all respects in accordance with the laws of the State of Nevada.

VI. WarrantY and covenant not to sue

6.1 The Parties each irrevocably warrant and covenant that they will refrain from, either directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced any proceeding of any kind, against the Executive or the Company, or any of them, based upon any matter released in this Agreement.

VII. CONFIDENTIALITY

7.1 Executive understands and agrees that in the course of employment with Company and as part of his Executive Roles in Company, Executive became acquainted with Confidential Information, Trade Secrets, and other Company Intellectual Property, which is a valuable commercial asset of Company, that Executive understands and agrees would be extremely damaging to Company if disclosed to a competitor or made available to any other person, entity, or third party. Executive understands and agrees the Confidential Information and Company Intellectual Property was divulged to Executive in confidence and Executive understands and agrees Executive will keep such information confidential. Executive likewise agrees Company will be irreparably harmed by any violation, or threatened violation of this Agreement and, therefore, Company shall be entitled to an injunction prohibiting Executive from any violation or threatened violation of this Agreement.

7.2 Executive promises, covenants, and agrees (i) to not use any Trade Secret or Confidential Information; (ii) to not disclose any Trade Secret or Confidential Information to any person or entity except as approved in advance in writing by Company, which approval will be subject to Company’s sole and absolute discretion; (iii) to use Executive’s best efforts to protect the secrecy of and avoid disclosure or use of the Trade Secret or Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than Executive, which efforts shall at a minimum include no less than a reasonable degree of care; (iv) to not sell, transfer, or in any manner disclose or give access to, the Trade Secret or Confidential Information, in whole or in part, to any third party without the prior written approval of Company, which approval will be subject to Company’s sole and absolute discretion; (v) to notify Company in writing of any misuse or misappropriation of the Trade Secret or Confidential Information which may come to Employee’s attention; and (vi) not to willfully interfere with the relationship between Company and its employees, agents, shareholders, investors, representatives, or customers, including with or in relation to Company’s Trade Secrets or Confidential Information. The obligations in this Section shall continue for as long as such information qualifies as a Trade Secret.

7.3 Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding.

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7.4 Except as stated herein, the terms of this Agreement shall be held in confidence among the Parties and their counsel. Except as stated herein, and as necessary to evidence, establish, enforce, or comply with this Agreement, the Parties, and each of them, and their counsel, expressly agree that the terms of this Agreement shall be kept confidential and shall not be disclosed to any other person, entity, or firm for any reason whatsoever. If contacted by the media regarding this Agreement or Executive’s separation from the Company and the Executive Roles in Company, the Parties will respond only that the Parties have amicably separated and Executive no longer holds any of the Executive Roles in Company. No other disclosure of the terms of this Agreement or the amounts involved in this Agreement will be made, except that, insofar as necessary, the Parties and/or their respective counsel may disclose the terms of this Agreement to their respective tax consultants, attorneys, accountants, insurers, or other financial advisors.

7.5 Notwithstanding anything in this Section to the contrary, nothing in this Agreement prevents Executive from discussing or disclosing information about alleged unlawful acts of discrimination in the workplace in violation of laws prohibiting discrimination. Further, nothing in this Agreement prohibits or restricts Executive from initiating, testifying, assisting, complying with a subpoena from, or participating in an investigation conducted by a local, state, or federal agency or from filing or disclosing any facts necessary to receive unemployment insurance, Medicaid, or other public benefits.

VIII. ARBITRATION

8.1 Executive and Company agree any dispute, claim or controversy concerning Executive’s employment or separation therefrom, or any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration in accordance with the JAMS Employment Arbitration Rules & Procedures (a copy of the Rules can be obtained from www.jamsadr.com/rules-employment-arbitration). The dispute will be decided by a single neutral arbitrator. The arbitrator may grant injunctions or other relief in such dispute or controversy. The arbitrator shall authorize discovery sufficient to adequately arbitrate the claims as determined by the arbitrator, including access to essential documents and witnesses. The decision of the arbitrator shall be made in writing and will be final, conclusive, and binding on Executive and Company. To the extent allowed by law, Executive and Company intend to arbitrate any disputes on an individual basis only. To the extent allowed by law, Executive and Company agree not to join or consolidate claims submitted for arbitration under this Agreement with those of any other persons, and that no form of class, collective, or representative action shall be maintained without the mutual consent of Executive and Company. To the extent required by law only, Company will be required to pay for those costs specific to the arbitration process including the cost of the arbitrator. Any disputes regarding whether Executive or Company may pursue a class, collective, or representative action, in arbitration are to be decided by a court of competent jurisdiction. For all other issues, the arbitrator and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This arbitration provision is governed by the Federal Arbitration Act.

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IX. NON-DISPARAGEMENT

9.1 The Parties agree that they shall not orally, in writing or in electronic form criticize, disparage or make any negative statements regarding the other Party. This non-disparagement obligation is a material term of this Agreement. Nothing in this Section or any other provision of this Agreement prevents the Parties from (1) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, or any other conduct the Parties have reason to believe is unlawful; or (2) providing truthful testimony or answers in response to any legal process, or during any judicial, quasi-judicial, or administrative proceedings.

X. voluntary execution

10.1 By executing this Agreement, each Party represents that they do so freely and voluntarily and that each is fully aware of the contents and effects thereto and that this Agreement is entered into without duress or undue influence on the part of or on behalf of either of the Parties, or of any other person, firm or other entity. Each Party further warrants that they have the authority to execute and to enter into this Agreement. The Parties represent and warrant to each other that they have not assigned any interest in any claim against each other to any individual or entity.

XI. PREVAILING PARTY Attorneys’ fees

11.1 Should either Party bring an action to enforce or interpret the provisions of this Agreement, the prevailing party in said action shall be entitled to recover from the non-prevailing party all of its costs and other out-of-pocket expenses incurred in connection with the investigation and prosecution or defense of such action, including reasonable attorneys’ fees.

XII. Entire agreement

12.1 This Agreement constitutes the final, complete and exclusive agreement and understanding between and among the Parties pertaining to the subject matter hereof, and supersedes all prior or contemporaneous written or oral understandings, representations, warranties, arrangements and agreements between the Parties pertaining to the subject matter hereof, all of which are decreed merged into this Agreement. The Parties expressly acknowledge that they have not relied on any understandings, representations, warranties, arrangements or agreements not expressly contained in this Agreement.

XIII. Attorney review and representation by INDEPENDENT counsel

13.1 The Parties acknowledge that they have each been represented, or advised to and afforded the opportunity to be represented, by their own independent counsel of their own choosing in connection with the negotiation and execution of this Agreement and have been advised to seek their own independent counsel to explain this Agreement to them. The Parties acknowledge that they have read this Agreement that they are fully aware of the contents of this Agreement and of its legal effect and are voluntarily entering into this Agreement.

XIV. MISCELLANEOUS PROVISIONS

14.1 No waiver shall be binding unless executed in writing by the Party making the waiver. No waiver of any provision of this Agreement shall be deemed, nor constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

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14.2 No supplement, modification or amendment to this Agreement shall be binding unless in writing and executed by all the Parties. This Agreement cannot be modified by oral or implied promises or representations.

14.3 All Parties hereto agree, on the demand of the other party hereto, to execute or deliver any instrument, furnish any information or perform any other act reasonably necessary to carry out the provisions of this Agreement without undue delay or expense.

14.4 Should any provision of this Agreement be declared or determined by any court or arbitrator of competent jurisdiction to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms or provisions shall not be affected thereby and said illegal, unenforceable or invalid part, term, or provision shall be deemed not to be part of this Agreement.

14.5 This Agreement shall bind and inure to the benefit of the parties hereto and to their respective successors, assigns, legatees, heirs, and personal representatives.

14.6 Headings contained in this Agreement are included for convenience of reference only, shall not be deemed part of this Agreement, and shall not define or affect the meaning, construction or scope of the provisions of this Agreement.

14.7 The Parties agree that this Agreement has been drafted by and is the product of all Parties and that it is the intention of the Parties that this Agreement shall not be construed against any Party based on the assumption or premise that one Party or the other was the drafter of the Agreement.

14.8 This Agreement shall be construed in accordance with the laws of the State of Nevada.

14.9 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute together one and the same instrument.

** * Signatures on next page * * *

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INWITNESS WHEREOF, WE HAVE READ THE FOREGOING CONFIDENTIAL GENERAL RELEASE AND SETTLEMENT AGREEMENT AND WE ACCEPT AND AGREE TO THE PROVISIONS CONTAINED THEREIN AND HEREBY EXECUTE IT VOLUNTARILY AND WITH FULL UNDERSTANDING OF ITS CONSEQUENCES.

	Company
DATED:	By
	Saul Leal, CEO, for and on behalf of
	OneMeta Inc.
	Executive
DATED:	By
	Rowland Day

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EXHIBITA

Indebtedness

Account Description	Balance
Credit Card Liability	$	262,919.19
Accrued Interest on Credit Card	$	27,623.04
Notes Payable	$	526,198.97
Accrued Interest on Loans	$	101,225.23

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EXHIBITB

Stock Repurchaes Ageement

(seeattached)

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Exhibit10.2

STOCKREPURCHASE AGREEMENT

This STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into by and between ONEMETA INC., a Nevada corporation (the “Company”), and ROWLAND W. DAY II and JAIMIED. DAY FAMILY TRUST U/D/T APRIL 13, 1990 (the “Seller”) as of October 31, 2025.

RECITALS

WHEREAS, the Seller currently holds 2,442,800 shares of the common stock, par value $0.001 per share (“Common Stock”) of the Company and (ii) 4,309,710 shares of Series B-1 Preferred Stock, par value $0.001 per share (“Series B-1 PreferredStock”) of the Company.

WHEREAS, the Seller desires to sell, and the Company desires to repurchase from the Seller, 307,647 of the shares of Common Stock held by Seller (the “Common Shares”) and 4,309,710 shares of the Company’s Series B-1 Preferred Stock (the “PreferredShares”) held by Seller (collectively, the “Shares”) on the terms and subject to the conditions set forth in this Agreement (each, a “Repurchase”).

NOW, THEREFORE, in consideration of the premises and the promises, covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

AGREEMENT

SECTION

REPURCHASE OF SHARES.

1.1 Repurchase. At any time on or before March 27, 2026 (the “Target Date”), the Company agrees to purchase the Common Shares and the Preferred Shares in one or more Closings (as defined below), from the Seller, and the Seller hereby agrees to sell, assign and transfer to the Company, all of the Seller’s right, title and interest in and to the Common Shares and Preferred Shares being repurchased by the Company for a purchase price equal to (i)(A) $0.055 for each Common Share purchased on or before December 15, 2025 and (B) $0.06 for each Common Share purchased after December 15, 2025 and by March 27, 2026 and (ii)(A) $0.605 for each Preferred Share purchased on or before December 15, 2025 and (B) $0.66 for each Preferred Share purchased after December 15, 2025 and by March 27, 2026 (the “Purchase Price”). At each Closing (as defined in Section 1.2 below), Seller shall deliver am executed Stock Power and Assignment Separate from Stock Certificate in the form of Exhibit A for the Common Shares and/or Preferred Shares being purchased at such Closing (the “Stock Assignment”) and delivering the Stock Assignment to the Company, as well as any stock certificate representing the Common Shares and/or or Preferred Shares, as applicable being sold to the Company. At each Closing, the Company shall cancel such stock certificate for Common Shares and/or Preferred Shares being repurchased as such Closing. The Purchase Price for each of the Common Shares and/or Preferred Shares being purchased by the Company at each Closing shall be paid to the Seller by wire transfer to an account or accounts as designated by the Seller. Following the Repurchase of the Common Shares and Preferred Shares pursuant to this Agreement, Seller shall own 2,135,153 shares of Common Stock and will not own any shares of Series B-1 Preferred Stock. The Target Date may be extended by mutual written consent of the Company and Seller on or before the Target Date.

1.2 Closing. The closing of each Repurchase shall take place remotely via the exchange of documents within two (2) days of the Company’s notice to Seller of its intention to purchase all or some of the Common Shares and/or Preferred Shares (each a “Closing”).

1.3 Termination of Rights as a Stockholder. Upon payment of the Purchase Price, the Common Shares and/or Preferred Shares, such Common Shares and/or Preferred Share shall automatically be cancelled and cease to be outstanding for any and all purposes, and the Seller shall no longer have any rights as a holder of such Common Shares and/or Preferred Shares repurchased under this Agreement, including any rights that the Seller may have had under the Company’s Articles of Incorporation, as may be amended from time to time, or otherwise.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF SELLER.

In connection with the transactions provided for hereby, the Seller represents and warrants to the Company as follows:

2.1 Ownership of Shares. The Seller has good and marketable right, title and interest (legal and beneficial) in and to the Common Shares and Preferred Shares held by the Seller, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. Upon paying for the Common Shares and/or Preferred Shares in accordance with this Agreement, the Company will acquire good and marketable title to such Common Shares and/or Preferred Shares, as applicable, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. The Seller is not entitled to receive any other payments from the Company related to or on behalf of the Common Shares and/or Preferred Shares other than the payment of the Purchase Price.

2.2 Authorization. The Seller has all necessary power and authority to execute, deliver and perform the Seller’s obligations under this Agreement and all agreements, instruments and documents contemplated hereby and to sell and deliver the Common Shares and/or Preferred Shares being sold hereunder, and this Agreement constitutes a valid and binding obligation of the Seller.

2.3 No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach by the Seller of, or constitute a default by the Seller under, any agreement, instrument, decree, judgment or order to which the Seller is a party or by which the Seller may be bound. The Seller has received all consents or waivers necessary to transfer the Common Shares and/or Preferred Shares being sold by the Seller to the Company and such transfer is not subject to any right of notice, first refusal, preemptive, tag-along or other comparable obligations or restrictions.

2.4 Receipt of Information. The Seller acknowledges that it (i) has made the decision to sell the Common Shares and Preferred Shares voluntarily and without inducement by the Company, (ii) has undertaken a thorough evaluation of the transactions contemplated hereby, (iii) is an informed and sophisticated person and (iv) has had an opportunity to consult with legal and financial experts regarding the transactions contemplated hereby. The Seller acknowledges that neither the Company nor any of its directors, officers, employees or agents have made any representations or warranties to the Seller relating to the Company, its business, financial performance or prospects, and the Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Company from any and all actions, causes of actions, suits, debts, dues, sums of money, accounts, claims, demands, damages, attorneys’ fees, costs and expenses of suit, obligations, liabilities and judgments of whatever kind or nature, known or unknown, disclosed or undisclosed, now existing or which may develop in the future, in law or equity, which the Seller ever had, now has, or which the Seller hereafter can, shall or may have, arising out of or relating to the transactions contemplated hereunder, other than the obligations of the Company to pay the Purchase Price.

2.5 No Continuing Rights. The Seller acknowledges that the applicable Purchase Price represents the entire consideration to be paid for the Common Shares and Preferred Shares held by the Seller and that, after a Closing, the Seller shall have no further rights with respect to such Common Shares and/or Preferred Shares (other than the right to receive the applicable Purchase Price).

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2.6 No Future Participation. The Seller acknowledges that it will have no future participation in any Company gains, losses, profits or distributions with respect to the Common Shares and the Preferred Shares. If the Common Shares and/or Preferred Shares increase in value by any means, or if the Company’s equity becomes freely tradable and increases in value, the Seller acknowledges that the Seller is voluntarily forfeiting any opportunity to share in any resulting increase in value from the Common Shares and/or Preferred Shares.

2.7 Tax Matters. The Seller has had an opportunity to review with the Seller’s tax advisers the federal, state, local and foreign tax consequences of the Repurchase and the transactions contemplated by this Agreement. The Seller is relying solely on such advisers and not on any statements or representations of the Company or any of its agents. The Seller understands that the Seller (and not the Company) shall be responsible for any Seller’s tax liability and any related interest and penalties that may arise as a result of the transactions contemplated by this Agreement.

SECTION3. REPRESENTATIONS AND WARRANTIES OF COMPANY.

Company hereby represents and warrants to the Seller as follows:

3.1 Authorization. The Company has all necessary power and authority to execute and perform its obligations under this agreement. The board of directors by written unanimous resolution has approved the purchase of the Common and the Preferred Shares from Seller.

3.2 Tax Matters. Company has had an opportunity to review with Company’s tax advisers the federal, state, local and foreign tax consequences of the Repurchase and the transactions contemplated by this Agreement. Company is relying solely on such advisers and not on any statements or representations of the Seller. Company understands that the Company (and not the Seller) shall be responsible for any Company tax liability and any related interest and penalties that may arise as a result of the transactions contemplated by this Agreement.

3.3 No Conflict. Company is in full compliance with all federal, state, and local laws for the repurchase of Seller’s Common and Preferred Shares. Company has received all permits and waivers for the purchase of Seller’s Common Shares and Preferred Shares and such purchase is not subject to any permit, notice, or obligation including compliance with federal, state, or local law.

SECTION 4. SUCCESSORS AND ASSIGNS.

Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

SECTION 5. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, not including the choice-of-law provisions thereof.

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SECTION 6. ENTIRE AGREEMENT.

This Agreement, together with the Confidential Settlement Agreement and General Release being executed by the Company and Seller concurrently herewith, contains the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof, except as expressly referred to herein.

SECTION 7. AMENDMENTS AND WAIVERS.

Any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (a) the Company and (b) the Seller.

SECTION 8. FURTHER ACTION.

Each party hereto agrees to execute any additional documents and to take any further action as may be necessary or desirable in order to implement the transactions contemplated by this Agreement.

SECTION 9. TAX OBLIGATIONS.

Company and Seller shall each be solely responsible for paying any and all taxes and any related penalties, fines and interest that may be assessed against each one of them arising out of or related to the transactions contemplated hereby (collectively, the “Tax Obligations”). The Company and Seller shall indemnify and hold each other harmless from and against the Tax Obligations and all cost, expense, liability and loss (including, without limitation, reasonable attorneys’ fees, judgments, fines excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Company or the Seller in connection with the Tax Obligations, including, without limitation, the cost of defending itself in any suit or proceeding, whether civil, criminal, administrative or investigative in connection with the Tax Obligations or in connection from any federal, state, or local governmental agency or quasi-agency in connection with the Repurchase.

SECTION 10. SURVIVAL.

The representations and warranties herein shall survive the Closing.

SECTION 11. SEVERABILITY.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

SECTION 12. NOTICES.

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile or electronic mail, if sent during normal business hours of the recipient or, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 12).

SECTION 13. COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 14. CONFIDENTIALITY OF AGREEMENT.

The Seller agrees that it will not disclose to others the existence or terms of this Agreement, except that Seller may disclose such information to its spouse, attorney or tax adviser if such individuals and/or entities agree that they will not disclose to others the existence or terms of this Agreement, to the extent allowed under the law.

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IN WITNESS WHEREOF, each of the parties has executed this Stock Repurchase Agreement as of the day and year first above written.

COMPANY:
ONEMETA INC
By:
Name:	Saul Leal
Title:	Chief Executive Officer

In Witness Whereof, each of the parties has executed this Stock Repurchase Agreement as of the day and year first above written.

SELLER:
ROWLAND W. DAY II AND JAIMIE D. DAY<br><br> <br>FAMILY TRUST U/D/T APRIL 13, 1990
By:
Name:	Rowland W.<br> Day II, TRUSTEE
Title:	Trustee

EXHIBITA

STOCKPOWER AND ASSIGNMENT

SEPARATEFROM STOCK CERTIFICATE

FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, the undersigned hereby sells, assigns and transfers unto ONEMETA, INC., a Delaware corporation (the “Company”) __________ shares of the Common Stock of the Company and ________ shares of the [Series B-1 Preferred Stock][Common Stock] of the Company*,* standing in the undersigned’s name on the books of the Company and does hereby irrevocably constitute and appoint the Secretary of the Company as the undersigned’s attorney-in-fact, with full power of substitution in the premises, to transfer said stock on the books of the Company.

ROWLAND W. DAY II AND JAIMIE D. DAY<br><br> <br>FAMILY TRUST U/D/T APRIL 13, 1990
By:
Name:	Rowland W.<br> Day II
Title:	Trustee