8-K: GTII Receivership Estate Acquires AURI Convertible Notes

GTII Receivership Estate has acquired two convertible promissory notes from AURI, Inc., triggering conversion into a significant portion of AURI's authorized shares and raising disclosure concerns.

Summary

• The GTII Receivership Estate, through its Court-Appointed Receiver Paul Strickland, has entered into a Note Assignment Agreement with MSC Capital Advisors LLC.
• This agreement involves the assignment of two Convertible Promissory Notes issued by AURI, Inc. to the Receivership Estate.
• Note 1 has an original principal of $100,000, issued October 18, 2024, with an 8% interest rate (22% on default), and a maturity date of October 18, 2025. It is currently in default with approximately $10,356 in accrued interest.
• Note 2 has an original principal of $25,000, issued March 25, 2025, with an 8% interest rate (22% on default), and a maturity date of March 25, 2026. It is also in default with approximately $1,995 in accrued interest.
• The aggregate principal of these two notes is $125,000.
• MSC Capital Advisors LLC acquired Note 1 for $35,000 and Note 2 for $10,000.
• The assignment was made to satisfy amounts owed by MSC to the Receivership Estate under an On-Demand Promissory Note.
• MSC retains a profit participation interest of up to 50% of net recovery proceeds from the AURI Notes, capped at $100,000.
• On April 7 and April 8, 2026, conversion notices were delivered to AURI for Note 1, requesting the issuance of 841,242,529 shares of AURI common stock at a conversion price of $0.00005 per share.
• This conversion represents all of AURI's authorized but unissued shares.
• Following the conversion, the remaining balance on Note 1 is $76,305.00, and on Note 2 is $27,210.96, totaling $103,515.96 in remaining debt.
• The Receiver notified OTC Markets Group on April 17, 2026, regarding AURI's failure to disclose these notes in its filings.
• AURI issued a press release on April 15, 2026, falsely stating it had no convertible notes outstanding.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing negatively due to the company's default on debt, failure to disclose material information, and issuance of false statements, all of which indicate significant financial and operational distress.

Positives

• The GTII Receivership Estate has acquired assets (convertible notes) that can be converted into equity.
• The conversion of the notes into AURI's maximum available authorized but unissued shares represents a significant equity stake.
• The Receiver is actively pursuing disclosure compliance from AURI and OTC Markets.

Negatives

• Both AURI convertible notes are in default and past their maturity dates.
• AURI has failed to disclose the existence of these convertible notes in its public filings.
• AURI issued a press release on April 15, 2026, that contained false and misleading statements regarding its convertible debt.
• AURI's failure to maintain sufficient authorized shares to cover potential future conversions constitutes an Event of Default.
• The company is facing potential delisting or tier changes on OTC Markets due to disclosure deficiencies.

Risks

• AURI may fail to issue the requested shares, leading to further legal action or default.
• AURI's failure to increase its authorized share count could prevent the conversion of the remaining debt.
• The value of the converted shares is dependent on AURI's future performance and market price.
• Disclosure deficiencies could lead to regulatory action against AURI by OTC Markets.
• The false public statements by AURI could lead to reputational damage and potential legal repercussions.

Future Outlook

The Receiver intends to convert the remaining balance of the AURI Notes into additional AURI shares or shares from a Regulation A Offering, at the Receiver's discretion. AURI is required to increase its authorized share count to meet reserve requirements for full conversion of the remaining debt.

Management Comments

• AURI publicly stated on April 15, 2026, that it 'currently has no convertible notes outstanding and does not intend to take on any toxic financing.'
• This statement was false and misleading as two convertible notes with an aggregate outstanding balance of approximately $103,515.96 were outstanding and conversion notices had already been delivered.

Industry Context

StockSavvy.ai notes that this filing highlights aggressive debt-to-equity conversion strategies often seen in micro-cap or distressed companies, where convertible notes with deep discounts to market price are used to finance operations. The disclosure issues and the subsequent notification to OTC Markets are critical for maintaining market integrity and investor confidence.

Comparison to Industry Standards

• Companies trading on OTC Markets are subject to Alternative Reporting Standards, which require detailed disclosure of convertible instruments. AURI's failure to comply is a direct violation of these standards.
• The conversion terms, offering a 75% discount to market price, are aggressive and indicative of financing in challenging capital markets, often seen in companies with limited access to traditional funding.
• The requirement for AURI to reserve 4.5 times the shares issuable upon full conversion is a standard protective clause in convertible notes to prevent dilution beyond agreed-upon limits, but AURI's current authorized share structure is insufficient.

Corporate Governance

Legal Proceedings

• The GTII Receivership Estate has notified OTC Markets Group of AURI's disclosure deficiency, potentially leading to regulatory action against AURI.
• AURI's failure to maintain sufficient authorized shares for conversion constitutes an Event of Default under the AURI Notes, which could lead to further legal claims by the noteholder.

Related Party Transactions

• The assignment of AURI notes from MSC Capital Advisors LLC to the GTII Receivership Estate was made in satisfaction of amounts owed by MSC to the Receivership Estate under an On-Demand Promissory Note.

Stakeholder Impact

• Shareholders of AURI: Significant dilution is occurring as all authorized but unissued shares are being converted, and further dilution is likely if authorized capital is increased.
• Creditors of AURI: The company is in default on its convertible notes, and its disclosure failures may impact its ability to secure future financing.
• OTC Markets Group: The integrity of its reporting standards is challenged by AURI's non-compliance.

Next Steps

• AURI must issue the requested 841,242,529 shares of common stock to the GTII Receivership Estate within three business days of receiving the conversion notice.
• AURI is required to increase its authorized share capital to meet the 4.5x reserve requirement for the remaining unconverted debt.
• AURI must amend its disclosures to include full details of the AURI Notes in its next OTC Markets filing.
• OTC Markets Group will investigate AURI's disclosure compliance and may take regulatory action.

Key Dates

Recommendation

The company is in default on its debt, has made false public statements, and is facing significant disclosure deficiencies that could lead to regulatory action and further dilution. These factors indicate severe financial distress and a high risk for investors.

Keywords

Convertible Promissory Notes, SEC Filing, Form 8-K, GTII Receivership Estate, AURI, Inc., Note Assignment Agreement, OTC Markets, Disclosure Deficiency