Xtend AI Robotics, Inc 8-K, filed Oct 26, 2026
Xtend AI Robotics, Inc. (XTND)
About this 8-K
Xtend AI Robotics, Inc filed this 8-K on October 26, 2026, reporting on events of October 22, 2026.
Xtend AI Robotics, Inc. reported that Amir Ofri will resign as Chief Operating Officer on October 31, 2026 and receive three monthly salaries. Effective December 1, 2026, four executives’ salaries will be reduced 15%, and unvested RSUs accelerate upon a Change in Control. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. |
Separation of Chief Operating Officer
On October 22, 2026, the Xtend AI Robotics, Inc.’s (the “Company”) subsidiary, XTEND Reality Expansion Ltd., and Amir Ofri, the Company’s Chief Operating Officer, entered into a Termination of Employment by Mutal Agreement (the “Termination Agreement”) providing for the resignation of Mr. Ofri from his position as the Chief Operating Officer of the Company on October 31, 2026 (the “Separation Date”). The Termination Agreement also includes non-solicitation, non-disclosure and non-disparagement obligations following December 31, 2026 (the “Termination Date”).
Following the Separation Date, Mr. Ofri is entitled in accordance with the Termination Agreement to (i) the continuation of his base salary and benefits through the Termination Date, (ii) the continued vesting of his equity awards in accordance with their terms, (iii) a termination payment equal to three times his monthly salary to be granted on the Termination Date, (iv) a one-time gross payment of NIS 30,000 (equal to approximately $9,636) in lieu of a vehicle allowance and (v) all accrued amounts due under Israeli law.
The foregoing description of the Termination Agreement is not complete, and is qualified in its entirety by the full text of the Termination Agreement which is attached hereto as Exhibit 10.1.
Amendments to Employment Agreements
On October 24, 2026, each of Messrs. A. Shapira, Horesh, Liani, M. Shapira and Swiel entered into amendments (collectively, the “Amendments”) to their employment agreements executed on September 3, 2026 (collectively, the “Initial Agreements”), as further described below. A copy of each Amendment is attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6, respectively. The summaries of the terms of these Amendments included in this Current Report on Form 8-K are not complete descriptions thereof and are qualified in their entirety by the full text thereof.
Pursuant to the terms of the Amendments, all of the then-outstanding an unvested restricted stock units (“RSUs”) held by each of Messrs. A. Shapira, Horesh, Liani, M. Shapira and Swiel shall become fully vested immediately prior to, and subject to, the consummation of a Change in Control (as defined in the Company’s 2026 Equity Incentive Plan).
Further, pursuant to the terms of Messrs. A. Shapira, Horesh, Liani, and M. Shapira’s Amendments, effective December 1, 2026, their salary shall be reduced by 15% of their then-current salary (the “Base Salary”); provided, however, that that such reduction shall be temporary and shall remain in effect only until the Compensation Committee of the Board of Directors determines there has been sufficient improvement in the share price or that a sufficient debt or equity financing has been closed by the Company (a “Restoration Determination”), and, effective as of the first day of the calendar month following the closing of a Restoration Determination, the annual salary shall automatically be restored to the Base Salary, subject to each of Messrs. A. Shapira, Horesh, Liani, and M. Shapira’s continued employment through such date, without any further action required by either party. As such, pursuant to the Amendments, Mr. A. Shapira’s salary is $425,000 per year, Mr. Horesh’s salary is $340,000 per year, M. Liani’s salary is $327,250 per year and Mr. M. Shapira’s salary is $327,250 per year.
In addition, if at any time prior to the restoration of the Base Salary, (i) any of Messrs. A. Shapira, Horesh, Liani or M. Shapira’s employment is terminated by the Company other than for Cause (as described in the Initial Agreements) or (ii) any of Messrs. A. Shapira, Horesh, Liani or M. Shapira resigns for Good Reasons (as described in the Initial Agreements), then any severance, notice-period pay or other compensation benefit payable in connection with such termination or resignation determined by reference to the salary shall be calculated on the basis of the Base Salary, without giving effect to the salary reduction described in the preceding paragraph.
Pursuant to the terms of his respective Amendment, Mr. Swiel received a grant of 570,000 RSUs, subject to the terms and conditions of the restricted stock unit award agreement, which will vest monthly over 36 months in 36 equal monthly installments commencing on September 3, 2026, and shall be divided into three equal tranches of
190,000 RSUs each, each of which shall vest in equal monthly installments over such 36 month period, such that (i) the first tranche shall not be subject to any key performance indicators; (ii) the vesting of the second tranche shall begin on September 3, 2026 but shall be conditioned upon the achievement of the key performance indicators which must occur on or prior to March 1, 2027; and (iii) the vesting of the third tranche shall begin on September 3, 2026 but shall be conditioned upon the achievement of the key performance indicators which must occur on or prior to September 1, 2027.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| # | Indicates a management contract or compensatory plan. |
SIGNATURE
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.
| XTEND AI ROBOTICS, INC. | ||
| By: | /s/ Aviv Shapira | |
| Name: | Aviv Shapira | |
| Title: | Chief Executive Officer | |
Date: October 26, 2026
Exhibit 10.1
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XTEND AI Robotics 7 HaBarzel St, Tel Aviv-Jaffa 6971011, Israel |
Termination of Employment by Mutual Agreement
Made and signed on the 22nd day of October 2026
Between:
XTEND Reality Expanded Ltd.
Company No. 515871861
of 7 HaBarzel Street, Tel Aviv
(the “Company”)
And:
Amir Ofri, I.D. No. [***]
of [***]
(the “Employee”)
WHEREAS:
| A. | The Employee has been employed by the Company since November 2, 2025 under a personal employment agreement dated September 28, 2025 (the “Previous Employment Agreement”), which was amended, restated and replaced in its entirety by a personal employment agreement entered into between the parties and effective as of August 1, 2026 (the “Employment Agreement”); |
| B. | On September 22, 2026, a conversation took place between the Employee and Mr. Aviv Shapira, the Company’s CEO, during which the parties agreed to end their employment relationship by mutual consent; |
| C. | The Employee confirms that his consent to the termination of his employment was given of his own free will, after having been given an opportunity to consider the matter, and that under these circumstances, and in accordance with the parties’ agreement, no pre-dismissal hearing is required; |
| D. | The parties have held a dialogue regarding the terms of the Employee’s dismissal and the resolution of the claims raised between them in that context; and |
| E. | This Agreement is intended to set out, as a comprehensive and final arrangement, the terms that will apply to the termination of employment; |
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XTEND AI Robotics 7 HaBarzel St, Tel Aviv-Jaffa 6971011, Israel |
NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:
| 1. | The preamble to this Agreement shall be deemed an integral part hereof and shall have the same force as the other provisions of this Agreement. |
| 2. | This Agreement is made as an ex gratia arrangement, without any admission of any of the Employee’s and/or the Company’s claims, and in full and final settlement of the parties’ claims against one another, as detailed below. |
| 3. | The parties agree to terminate the employer-employee relationship on December 31, 2026 (the “Termination Date”). The parties agree that the termination shall be treated as a dismissal for all intents and purposes. |
| 4. | In accordance with the Employment Agreement and applicable law, the Employee is entitled to a prior notice period commencing on September 22, 2026 (the “Notice Period”) and ending on the Termination Date (December 31, 2026). The parties agree that the Notice Period, which was extended by agreement beyond the minimum period to which the Employee is entitled under the Employment Agreement and applicable law, conclusively settles his entitlement to prior notice. |
| 5. | During the Notice Period, the Employee shall carry out a full and orderly handover, including the transfer of his areas of responsibility, information, files, work procedures and working interfaces with suppliers and internal parties, to a person designated by the Company. The duration and format of the handover shall be coordinated with the Employee by Mr. Tal Horesh. |
| 6. | The Employee’s last actual working day shall be October 31, 2026 (the “Last Working Day”). Upon completion of the handover by that date, the Employee shall be released from any obligation to report for work during the remainder of the Notice Period, without derogating from his entitlement to his full salary and related benefits for the entire Notice Period. |
| 7. | All of the Employee’s accruals and rights, including vacation days, convalescence pay, contributions to the pension fund and to severance pay, contributions to the study fund, and the vesting of RSUs and options (subject to the provisions of the equity plan and the RSU and option agreements applicable to him), shall continue to accrue through the Termination Date (December 31, 2026) inclusive, including during the period following the Last Working Day, on the basis of his existing monthly salary. |
| 8. | The parties confirm that the monthly car maintenance payment of NIS 5,000 set forth in the Previous Employment Agreement was cancelled and replaced by the car arrangement set forth in the Employment Agreement. Accordingly, as a final and full payment for any period preceding the date of signing of this Agreement, the Company shall pay the Employee on the final settlement date a one-time gross amount of NIS 30,000 (NIS 5,000 multiplied by 6 months) in respect of monthly |
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XTEND AI Robotics 7 HaBarzel St, Tel Aviv-Jaffa 6971011, Israel |
car maintenance. The payment shall be subject to tax withholding at source as required by law and shall not constitute part of the salary for purposes of contributions to the pension fund, severance pay, the study fund or any other social benefit. Beyond this payment, the Employee has no, and shall have no, entitlement to a monthly car maintenance payment for the period through the Termination Date.
| 9. | On the final settlement date, the Company shall pay the Employee all reserve duty reimbursements not yet completed in respect of reserve service days performed during his employment, in accordance with applicable law and Company procedures, and against delivery of the required confirmations to the extent not yet delivered. Any reimbursement received thereafter shall be paid to the Employee. |
| 10. | The parties confirm that the Employment Agreement replaced the Previous Employment Agreement in its entirety, and that the Employee has no, and shall have no, right or claim under the Previous Employment Agreement, including with respect to options, bonus or car maintenance, except as expressly set forth in this Agreement. The confidentiality, intellectual property and non-competition provisions set forth in Appendix A to the Employment Agreement shall continue to apply to the Employee following the termination of his employment, in accordance with their terms. The Employee shall be paid the Termination Grant in the amount of three monthly salaries, as set forth in the Employment Agreement, on the final settlement date, together with his final salary. |
| 11. | On the final settlement date, the Employee shall be paid all rights due to him under applicable law and the Employment Agreement, including completion of all pension contributions and severance pay to the extent not held in the pension fund, redemption of accrued vacation days and convalescence pay (to the extent applicable). The Company shall provide the Employee with the letters required to release the funds accumulated in his favor in the pension, study fund and severance pay funds, as well as Form 161, which shall include the Termination Grant, and a letter confirming his period of employment with the Company, in accordance with applicable law. |
| 12. | Upon signing this Agreement, the Company shall deliver to the Employee a dismissal letter, for the purpose of exercising the Employee’s rights vis-à-vis the National Insurance Institute. Nothing in such letter shall derogate from the provisions of this Agreement, and in the event of any contradiction between such letter and the provisions of this Agreement, the provisions of this Agreement shall prevail. |
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XTEND AI Robotics 7 HaBarzel St, Tel Aviv-Jaffa 6971011, Israel |
| 13. | The Employee declares and undertakes that, subject to receipt of the payments under this Agreement, he and anyone on his behalf have no, and shall have no, claim, demand and/or right against the Company and/or anyone acting on its behalf, including, without limitation, any claim or demand for any additional amount, benefit or right under law, agreement or custom, in respect of the period of employment or its termination and/or the circumstances of the termination of his employment. By his signature, the Employee declares that he hereby irrevocably and fully waives any claim and/or remedy of any kind that he may have against the Company. Should the Employee file a claim against the Company following the signing of this Agreement, or in the event of any breach of this Agreement and/or its cancellation and/or any claim against its applicability, the Employee shall return to the Company the additional consideration, together with linkage differentials and interest as required by law. |
| 14. | This Agreement constitutes a letter of acknowledgment and release with respect to severance pay, pursuant to Section 29 of the Severance Pay Law, 5723-1963. |
| 15. | Until the Termination Date, and thereafter as applicable, the Employee undertakes to continue to comply with his obligations toward the Company under the Employment Agreement, including maintaining confidentiality and refraining from using Company information, and to return to the Company all Company property, including: token, office access card, and any equipment and/or document of any kind (in any type of media) belonging to the Company and/or relating in any way to the Company’s business and/or any business activity of the Company, which is in his possession. |
| 16. | The parties undertake to maintain full confidentiality regarding the terms of the Employee’s termination of employment and regarding the content and terms of this Agreement. This section is a fundamental provision of the Agreement, and its breach shall constitute a fundamental breach, without derogating from the provisions of this Agreement. |
| 17. | The parties undertake to preserve each other’s good name and, in that regard, undertake not to publish in any manner, whether orally and/or on any platform (in particular, but not limited to, social media), anything that harms and/or may harm the other’s good name and/or reputation. |
| 18. | Any notice from one party to the other regarding any matter required to be notified under this Agreement shall be in writing. Any notice sent by one party to the other at the addresses stated above shall be deemed to have been received upon delivery by hand or four (4) days after it was sent by registered mail. |
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XTEND AI Robotics 7 HaBarzel St, Tel Aviv-Jaffa 6971011, Israel |
IN WITNESS WHEREOF, the parties have signed:
| /s/ Aviv Shapira | /s/ Amir Ofri | |||
| XTEND Reality Expanded Ltd. | Amir Ofri | |||
Exhibit 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Aviv Shapira – Chief Executive Officer
This First Amendment (the “Amendment”) is entered into on October 24, 2026, by and between XTEND REALITY EXPANSION LTD., registration number 515871861, of 7 Habarzel St., Tel Aviv (the “Company”), and Aviv Shapira, I.D. No. [***] (the “Employee”), and amends the Employment Agreement between the Company and the Employee with an Effective Date of August 1, 2026 (the “Agreement”). Capitalized terms not defined herein have the meanings given to them in the Agreement.
1. Temporary Salary Reduction. Effective as of December 1, 2026 (the “Amendment Effective Date”), the Annual Salary set forth in the Specific Terms shall be reduced by fifteen percent (15%), from US$ 500,000 (gross) (the “Base Salary”) to US$ 425,000 (gross). Such reduction is temporary and shall remain in effect only until the Compensation Committee of the Board determines that there has been a sufficient improvement in the share price of the Common Stock or that a sufficient debt or equity financing has been closed by the Company or the Parent (the “Restoration Determination”). Effective as of the first day of the calendar month following the Restoration Determination, the Annual Salary shall automatically be restored to the Base Salary, subject to the Employee’s continued employment with the Company through such date, without any further action required by either party. The Employee hereby consents to such reduction, and it shall not constitute Good Reason or a breach of the Agreement.
2. Termination During the Salary Reduction. If, at any time prior to the restoration of the Base Salary in accordance with Section 1, the Employee’s employment is terminated by the Company (or by the Parent or any of their affiliates) other than for Cause, or the Employee resigns for Good Reason (as such terms are defined in the Agreement), then any severance, notice-period pay or other compensation or benefit payable to the Employee in connection with such termination or resignation, or otherwise under the Agreement or applicable law, that is determined by reference to the amount of the Employee’s salary shall be calculated on the basis of the Base Salary, without giving effect to the reduction set forth in Section 1.
3. Single-Trigger Acceleration upon a Change in Control. The following is added to the Equity Incentives section of the Specific Terms, immediately after the existing acceleration provision (which remains in full force): “In addition, and without derogating from the foregoing, 100% of the then-outstanding and unvested RSUs then held by the Employee (including the Initial RSU Grant, each additional RSU grant and the Recognition RSUs) shall become fully vested immediately prior to, and subject to, the consummation of a Change in Control (as defined in the Xtend AI Robotics, Inc. 2026 Equity Incentive Plan), provided that the Employee remains continuously employed by the Company or any of its affiliates, or continues to provide services thereto, until the occurrence of such Change in Control and whether or not the Employee’s employment is terminated in connection therewith (single-trigger acceleration). The parties also intend for the foregoing provision to amend any RSU award agreement evidencing RSUs that were granted to the Employee prior to the date of this Amendment to provide for the acceleration of vesting set forth in the preceding sentence.”
4. No Other Changes. Except as expressly set forth in this Amendment, all terms and conditions of the Agreement (including its Exhibits) remain unchanged and in full force and effect. This Amendment forms an integral part of the Agreement; in the event of any conflict between this Amendment and the Agreement, this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| XTEND REALITY EXPANSION LTD. Signature: /s/ Tal Horesh Name: Tal Horesh Title: Chief Financial Officer |
EMPLOYEE Signature: /s/ Aviv Shapira Name: Aviv Shapira I.D. No.: [***] |
Exhibit 10.3
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Tal Horesh – Chief Financial Officer
This First Amendment (the “Amendment”) is entered into on October 24, 2026, by and between XTEND REALITY EXPANSION LTD., registration number 515871861, of 7 Habarzel St., Tel Aviv (the “Company”), and Tal Horesh, I.D. No. [***] (the “Employee”), and amends the Employment Agreement between the Company and the Employee with an Effective Date of August 1, 2026 (the “Agreement”). Capitalized terms not defined herein have the meanings given to them in the Agreement.
1. Temporary Salary Reduction. Effective as of December 1, 2026 (the “Amendment Effective Date”), the Annual Salary set forth in the Specific Terms shall be reduced by fifteen percent (15%), from US$ 400,000 (gross) (the “Base Salary”) to US$ 340,000 (gross). Such reduction is temporary and shall remain in effect only until the Compensation Committee of the Board determines that there has been a sufficient improvement in the share price of the Common Stock or that a sufficient debt or equity financing has been closed by the Company or the Parent (the “Restoration Determination”). Effective as of the first day of the calendar month following the Restoration Determination, the Annual Salary shall automatically be restored to the Base Salary, subject to the Employee’s continued employment with the Company through such date, without any further action required by either party. The Employee hereby consents to such reduction, and it shall not constitute Good Reason or a breach of the Agreement.
2. Termination During the Salary Reduction. If, at any time prior to the restoration of the Base Salary in accordance with Section 1, the Employee’s employment is terminated by the Company (or by the Parent or any of their affiliates) other than for Cause, or the Employee resigns for Good Reason (as such terms are defined in the Agreement), then any severance, notice-period pay or other compensation or benefit payable to the Employee in connection with such termination or resignation, or otherwise under the Agreement or applicable law, that is determined by reference to the amount of the Employee’s salary shall be calculated on the basis of the Base Salary, without giving effect to the reduction set forth in Section 1.
3. Single-Trigger Acceleration upon a Change in Control. The following is added to the Equity Incentives section of the Specific Terms, immediately after the existing acceleration provision (which remains in full force): “In addition, and without derogating from the foregoing, 100% of the then-outstanding and unvested RSUs then held by the Employee (including the Initial RSU Grant, each additional RSU grant and the Recognition RSUs) shall become fully vested immediately prior to, and subject to, the consummation of a Change in Control (as defined in the Xtend AI Robotics, Inc. 2026 Equity Incentive Plan), provided that the Employee remains continuously employed by the Company or any of its affiliates, or continues to provide services thereto, until the occurrence of such Change in Control and whether or not the Employee’s employment is terminated in connection therewith (single-trigger acceleration). The parties also intend for the foregoing provision to amend any RSU award agreement evidencing RSUs that were granted to the Employee prior to the date of this Amendment to provide for the acceleration of vesting set forth in the preceding sentence.
4. No Other Changes. Except as expressly set forth in this Amendment, all terms and conditions of the Agreement (including its Exhibits) remain unchanged and in full force and effect. This Amendment forms an integral part of the Agreement; in the event of any conflict between this Amendment and the Agreement, this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| XTEND REALITY EXPANSION LTD. Signature: /s/ Aviv Shapira Name: Aviv Shapira Title: Chief Executive Officer |
EMPLOYEE Signature: /s/ Tal Horesh Name: Tal Horesh I.D. No.: [***] |
Exhibit 10.4
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Reuven Liani – Chief Technology Officer
This First Amendment (the “Amendment”) is entered into on October 24, 2026, by and between XTEND REALITY EXPANSION LTD., registration number 515871861, of 7 Habarzel St., Tel Aviv (the “Company”), and Reuven Liani, I.D. No. [***] (the “Employee”), and amends the Employment Agreement between the Company and the Employee with an Effective Date of August 1, 2026 (the “Agreement”). Capitalized terms not defined herein have the meanings given to them in the Agreement.
1. Temporary Salary Reduction. Effective as of December 1, 2026 (the “Amendment Effective Date”), the Annual Salary set forth in the Specific Terms shall be reduced by fifteen percent (15%), from US$ 385,000 (gross) (the “Base Salary”) to US$ 327,250 (gross). Such reduction is temporary and shall remain in effect only until the Compensation Committee of the Board determines that there has been a sufficient improvement in the share price of the Common Stock or that a sufficient debt or equity financing has been closed by the Company or the Parent (the “Restoration Determination”). Effective as of the first day of the calendar month following the Restoration Determination, the Annual Salary shall automatically be restored to the Base Salary, subject to the Employee’s continued employment with the Company through such date, without any further action required by either party. The Employee hereby consents to such reduction, and it shall not constitute Good Reason or a breach of the Agreement.
2. Termination During the Salary Reduction. If, at any time prior to the restoration of the Base Salary in accordance with Section 1, the Employee’s employment is terminated by the Company (or by the Parent or any of their affiliates) other than for Cause, or the Employee resigns for Good Reason (as such terms are defined in the Agreement), then any severance, notice-period pay or other compensation or benefit payable to the Employee in connection with such termination or resignation, or otherwise under the Agreement or applicable law, that is determined by reference to the amount of the Employee’s salary shall be calculated on the basis of the Base Salary, without giving effect to the reduction set forth in Section 1.
3. Single-Trigger Acceleration upon a Change in Control. The following is added to the Equity Incentives section of the Specific Terms, immediately after the existing acceleration provision (which remains in full force): “In addition, and without derogating from the foregoing, 100% of the then-outstanding and unvested RSUs then held by the Employee (including the Initial RSU Grant, each additional RSU grant and the Recognition RSUs) shall become fully vested immediately prior to, and subject to, the consummation of a Change in Control (as defined in the Xtend AI Robotics, Inc. 2026 Equity Incentive Plan), provided that the Employee remains continuously employed by the Company or any of its affiliates, or continues to provide services thereto, until the occurrence of such Change in Control and whether or not the Employee’s employment is terminated in connection therewith (single-trigger acceleration). The parties also intend for the foregoing provision to amend any RSU award agreement evidencing RSUs that were granted to the Employee prior to the date of this Amendment to provide for the acceleration of vesting set forth in the preceding sentence”
4. No Other Changes. Except as expressly set forth in this Amendment, all terms and conditions of the Agreement (including its Exhibits) remain unchanged and in full force and effect. This Amendment forms an integral part of the Agreement; in the event of any conflict between this Amendment and the Agreement, this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| XTEND REALITY EXPANSION LTD. Signature: /s/ Aviv Shapira Name: Aviv Shapira Title: Chief Executive Officer |
EMPLOYEE Signature: /s/ Reuven Liani Name: Reuven Liani I.D. No.: [***] |
Exhibit 10.5
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Matteo Shapira – Chief AI Officer
This First Amendment (the “Amendment”) is entered into on October 24, 2026, by and between XTEND REALITY EXPANSION LTD., registration number 515871861, of 7 Habarzel St., Tel Aviv (the “Company”), and Matteo Shapira, I.D. No. [***] (the “Employee”), and amends the Employment Agreement between the Company and the Employee with an Effective Date of August 1, 2026 (the “Agreement”). Capitalized terms not defined herein have the meanings given to them in the Agreement.
1. Temporary Salary Reduction. Effective as of December 1, 2026 (the “Amendment Effective Date”), the Annual Salary set forth in the Specific Terms shall be reduced by fifteen percent (15%), from US$ 385,000 (gross) (the “Base Salary”) to US$ 327,250 (gross). Such reduction is temporary and shall remain in effect only until the Compensation Committee of the Board determines that there has been a sufficient improvement in the share price of the Common Stock or that a sufficient debt or equity financing has been closed by the Company or the Parent (the “Restoration Determination”). Effective as of the first day of the calendar month following the Restoration Determination, the Annual Salary shall automatically be restored to the Base Salary, subject to the Employee’s continued employment with the Company through such date, without any further action required by either party. The Employee hereby consents to such reduction, and it shall not constitute Good Reason or a breach of the Agreement.
2. Termination During the Salary Reduction. If, at any time prior to the restoration of the Base Salary in accordance with Section 1, the Employee’s employment is terminated by the Company (or by the Parent or any of their affiliates) other than for Cause, or the Employee resigns for Good Reason (as such terms are defined in the Agreement), then any severance, notice-period pay or other compensation or benefit payable to the Employee in connection with such termination or resignation, or otherwise under the Agreement or applicable law, that is determined by reference to the amount of the Employee’s salary shall be calculated on the basis of the Base Salary, without giving effect to the reduction set forth in Section 1.
3. Single-Trigger Acceleration upon a Change in Control. The following is added to the Equity Incentives section of the Specific Terms, immediately after the existing acceleration provision (which remains in full force): “In addition, and without derogating from the foregoing, 100% of the then-outstanding and unvested RSUs then held by the Employee (including the Initial RSU Grant, each additional RSU grant and the Recognition RSUs) shall become fully vested immediately prior to, and subject to, the consummation of a Change in Control (as defined in the Xtend AI Robotics, Inc. 2026 Equity Incentive Plan), provided that the Employee remains continuously employed by the Company or any of its affiliates, or continues to provide services thereto, until the occurrence of such Change in Control and whether or not the Employee’s employment is terminated in connection therewith (single-trigger acceleration). The parties also intend for the foregoing provision to amend any RSU award agreement evidencing RSUs that were granted to the Employee prior to the date of this Amendment to provide for the acceleration of vesting set forth in the preceding sentence”
4. No Other Changes. Except as expressly set forth in this Amendment, all terms and conditions of the Agreement (including its Exhibits) remain unchanged and in full force and effect. This Amendment forms an integral part of the Agreement; in the event of any conflict between this Amendment and the Agreement, this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| XTEND REALITY EXPANSION LTD. Signature: /s/ Aviv Shapira Name: Aviv Shapira Title: Chief Executive Officer |
EMPLOYEE Signature: /s/ Matteo Shapira Name: Matteo Shapira I.D. No.: [***] |
Exhibit 10.6
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Mor Swiel – Chief Legal Counsel
This First Amendment (the “Amendment”) is entered into on October 24, 2026, by and between XTEND REALITY EXPANSION LTD., registration number 515871861, of 7 Habarzel St., Tel Aviv (the “Company”), and Mor Swiel, I.D. No. [***] (the “Employee”), and amends the Employment Agreement between the Company and the Employee with an Effective Date of August 1, 2026 (the “Agreement”). Capitalized terms not defined herein have the meanings given to them in the Agreement.
1. Single-Trigger Acceleration upon a Change in Control. The following is added to the Equity Incentives section of the Specific Terms, immediately after the existing acceleration provision (which remains in full force): “In addition, and without derogating from the foregoing, 100% of the then-outstanding and unvested RSUs then held by the Employee (including the Initial RSU Grant, each additional RSU grant and the Recognition RSUs) shall become fully vested immediately prior to, and subject to, the consummation of a Change in Control (as defined in the Xtend AI Robotics, Inc. 2026 Equity Incentive Plan), provided that the Employee remains continuously employed by the Company or any of its affiliates, or continues to provide services thereto, until the occurrence of such Change in Control and whether or not the Employee’s employment is terminated in connection therewith (single-trigger acceleration). The parties also intend for the foregoing provision to amend any RSU award agreement evidencing RSUs that were granted to the Employee prior to the date of this Amendment to provide for the acceleration of vesting set forth in the preceding sentence”
Supplemental RSU Grant. Subject to the approval of the Parent’s Board, the Employee shall be granted 570,000 RSUs (the “Supplemental RSU Grant”), in accordance with and subject to the terms and provisions of the Plan and the requirements of Section 102(b)(3) of the Israeli Tax Ordinance. Each RSU under the Supplemental RSU Grant shall represent the right to receive one share of Common Stock, subject to the terms, conditions and restrictions of the Plan and of an RSU award agreement to be entered into between the Employee and the Parent, in the form customarily used by the Parent and as approved by the Board.
Vesting. The Supplemental RSU Grant shall vest over a period of thirty-six (36) months, in thirty-six (36) equal monthly installments commencing on September 3, 2026, provided that the Employee remains continuously employed by the Company or any of its affiliates, or continues to provide services thereto, through each applicable vesting date, and subject to the following: the Supplemental RSU Grant shall be divided into three equal tranches of 190,000 RSUs each, each of which shall vest in equal monthly installments over such thirty-six (36) month period as of September 3rd 2026 , such that (i) the first tranche shall not be subject to any KPI; (ii) the vesting of the second tranche shall begin on September 3rd 2026 but shall be conditioned upon the achievement of the KPIs as of March 1, 2027; and (iii) the vesting of the third tranche shall begin on September 3rd 2026 but shall be conditioned upon the achievement of the KPIs as of September 1, 2027. Installments of the second or third tranche that would otherwise have vested prior to the applicable KPI date shall remain outstanding and shall vest upon the achievement of the KPIs as of such date. The Board shall determine, reasonably and in good faith, whether the KPIs have been achieved, and shall notify the Employee in writing of its determination (together with reasonable supporting detail) within thirty (30) days following the applicable KPI date. Any installments that vest as a result of such determination shall vest as of the date of the Board’s determination, and in any event no later than thirty (30) days following the applicable KPI date. If the Board fails to make such determination within such period, the KPIs shall be deemed to have been achieved as of such KPI date. Subject to the acceleration provisions below, RSUs that do not vest as a result of the KPIs not being achieved shall be forfeited. If the number of RSUs vesting in any monthly installment would result in a fractional RSU, such number shall be rounded up to the nearest whole RSU, and the number of RSUs vesting in the final monthly installment of each tranche shall be adjusted such that the aggregate number of RSUs vesting under each tranche equals 190,000 and under the Supplemental RSU Grant equals 570,000.
KPIs. The key performance indicators applicable to the vesting of the RSUs under the Supplemental RSU Grant (the “KPIs”) shall be mutually agreed in writing between the Employee and the Company, and approved by the Board, no later than November 30, 2026. If the KPIs are not so agreed and approved by such date, the KPIs shall be deemed waived, and the vesting of the Supplemental RSU Grant shall continue in accordance with the vesting schedule above as if the KPIs had been achieved.
Acceleration. All RSUs under the Supplemental RSU Grant that have not yet vested (including those conditioned upon the KPIs, which shall vest without regard to the achievement of the KPIs) shall become fully vested and be released upon (a) the termination of the Employee’s employment by the Parent or the Company without Cause, (b) the Employee’s resignation for Good Reason, or (c) a Change in Control, as defined in the Plan (single-trigger acceleration). For the avoidance of doubt, the Supplemental RSU Grant constitutes RSUs for purposes of the acceleration provisions of the Agreement.
General. The grant of the Supplemental RSU Grant shall be subject to the Employee’s execution of the applicable RSU award agreement and such other documents, undertakings and instruments as may be required by the Parent and/or the Company. The provisions of the Agreement regarding tax liability and the precedence of the RSU award agreement shall apply to the Supplemental RSU Grant, mutatis mutandis.”
3. No Other Changes. Except as expressly set forth in this Amendment, all terms and conditions of the Agreement (including its Exhibits) remain unchanged and in full force and effect. This Amendment forms an integral part of the Agreement; in the event of any conflict between this Amendment and the Agreement, this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| XTEND REALITY EXPANSION LTD. Signature: /s/ Aviv Shapira Name: Aviv Shapira Title: Chief Executive Officer |
EMPLOYEE Signature: /s/ Mor Swiel Name: Mor Swiel I.D. No.: [***] |