{"filing":{"accession_number":"0001193125-26-273417","cik":"0001653909","ticker":"BIRD","company_name":"Smartbird, Inc.","form":"8-K","filing_date":"2026-06-17","report_date":null,"primary_document":"d178962d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1653909/000119312526273417/d178962d8k.htm"},"events":[{"id":11456,"run_id":10058,"accession_number":"0001193125-26-273417","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Smartbird amended its Securities Purchase Agreement to increase the aggregate principal amount of senior secured convertible notes from $50.0 million to $100.0 million, with conversion into Class A common stock at $4.00 per share, representing a material dilutive issuance of convertible securities.","company_name":"Smartbird, Inc.","ticker":"BIRD","filing_date":"2026-06-17","form":"8-K","submitted_at":null,"items":[{"id":8048,"accession_number":"0001193125-26-273417","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The disclosure centers on Amendment No. 1 to a Securities Purchase Agreement increasing the aggregate principal amount of senior secured convertible notes from $50.0 million to $100.0 million, with conversion into Class A common stock at $4.00 per share. This is a material dilutive issuance of convertible securities that would significantly affect shareholder equity and voting power, typical of PIPE-like financing arrangements disclosed under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-17T12:11:13.138535+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":11457,"run_id":10058,"accession_number":"0001193125-26-273417","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Nadia Carlsten was appointed as President, Chief Executive Officer, Secretary, and director of Smartbird, Inc., effective June 18, 2026, bringing expertise in AI and advanced computing. The appointment included a substantial inducement grant of 1,532,379 RSUs outside the Company's stockholder-approved equity plan.","company_name":"Smartbird, Inc.","ticker":"BIRD","filing_date":"2026-06-17","form":"8-K","submitted_at":null,"items":[{"id":8049,"accession_number":"0001193125-26-273417","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing's primary disclosure is the appointment of Nadia Carlsten as President, Chief Executive Officer, Secretary, and director, effective June 18, 2026. While the section also covers the departure of Joe Vernachio and compensation arrangements for other executives, the central material event is Carlsten's appointment to the top executive role. The detailed background emphasizing her AI and advanced computing expertise, combined with the substantial inducement grant of 1,532,379 RSUs, underscores the significance of this appointment to the Company's strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-17T12:11:13.138535+00:00","company_name":"","ticker":null,"filing_date":""},{"id":8051,"accession_number":"0001193125-26-273417","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The Item 7.01 disclosure references an RSU Award granted to Dr. Carlsten as an \"inducement grant\" outside the Company's stockholder-approved equity plan, which constitutes a material compensatory arrangement for a named executive. Although Item 7.01 is a catch-all provision, the substance of the disclosure—an equity grant to an executive—aligns with exec_compensation. The reference to Items 1.01 and 5.02 suggests this may accompany an appointment or M\u0026A event, but the focal point of this particular Item is the compensation arrangement itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-17T12:11:13.138535+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":11458,"run_id":10058,"accession_number":"0001193125-26-273417","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"summary":"Smartbird amended its Certificate of Incorporation and Bylaws to change the company name to Smartbird, Inc., remove public benefit corporation status, and lower the stockholder quorum requirement from a majority to one-third, representing material governance and structural changes.","company_name":"Smartbird, Inc.","ticker":"BIRD","filing_date":"2026-06-17","form":"8-K","submitted_at":null,"items":[{"id":8050,"accession_number":"0001193125-26-273417","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses amendments to the Certificate of Incorporation and Bylaws that change the company name to Smartbird, Inc., remove public benefit corporation status, and lower the stockholder quorum requirement from a majority to one-third. While these are structural/governance changes, the removal of public benefit corporation status and the material reduction in quorum requirements could affect investor assessment of governance and control dynamics, making this material despite being administrative in nature.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-17T12:11:13.138535+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":8048,"accession_number":"0001193125-26-273417","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The disclosure centers on Amendment No. 1 to a Securities Purchase Agreement increasing the aggregate principal amount of senior secured convertible notes from $50.0 million to $100.0 million, with conversion into Class A common stock at $4.00 per share. This is a material dilutive issuance of convertible securities that would significantly affect shareholder equity and voting power, typical of PIPE-like financing arrangements disclosed under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-17T12:11:13.138535+00:00","company_name":"Smartbird, Inc.","ticker":"BIRD","filing_date":"2026-06-17"},{"id":8049,"accession_number":"0001193125-26-273417","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing's primary disclosure is the appointment of Nadia Carlsten as President, Chief Executive Officer, Secretary, and director, effective June 18, 2026. While the section also covers the departure of Joe Vernachio and compensation arrangements for other executives, the central material event is Carlsten's appointment to the top executive role. The detailed background emphasizing her AI and advanced computing expertise, combined with the substantial inducement grant of 1,532,379 RSUs, underscores the significance of this appointment to the Company's strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-17T12:11:13.138535+00:00","company_name":"Smartbird, Inc.","ticker":"BIRD","filing_date":"2026-06-17"},{"id":8050,"accession_number":"0001193125-26-273417","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses amendments to the Certificate of Incorporation and Bylaws that change the company name to Smartbird, Inc., remove public benefit corporation status, and lower the stockholder quorum requirement from a majority to one-third. While these are structural/governance changes, the removal of public benefit corporation status and the material reduction in quorum requirements could affect investor assessment of governance and control dynamics, making this material despite being administrative in nature.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-17T12:11:13.138535+00:00","company_name":"Smartbird, Inc.","ticker":"BIRD","filing_date":"2026-06-17"},{"id":8051,"accession_number":"0001193125-26-273417","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The Item 7.01 disclosure references an RSU Award granted to Dr. Carlsten as an \"inducement grant\" outside the Company's stockholder-approved equity plan, which constitutes a material compensatory arrangement for a named executive. Although Item 7.01 is a catch-all provision, the substance of the disclosure—an equity grant to an executive—aligns with exec_compensation. The reference to Items 1.01 and 5.02 suggests this may accompany an appointment or M\u0026A event, but the focal point of this particular Item is the compensation arrangement itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-17T12:11:13.138535+00:00","company_name":"Smartbird, Inc.","ticker":"BIRD","filing_date":"2026-06-17"}]}