Form 8-K Tofla Megaline Inc. For: Dec 26
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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event reported):
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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 (see General Instructions A.2. below):
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Emerging growth company
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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On December 26, 2025, Tofla Megaline, Inc. (the “Company”) received a notice of default (the “Default Notice”) related to certain convertible promissory notes issued by the Company on January 17, 2025 (the “Notes”) that were issued in the name of the Company on January 17, 2025. The Notes matured on March 31, 2025, and no repayments have been made, constituting an Event of Default under Section 3.1 of each Note. The Default Notice initiates a five (5) business day cure period from December 26, 2025, during which the Company may remit full payment of all outstanding amounts to cure the default. The Default Notice related to the principal amount of $524,000 due under the Notes provided by three lenders with a claimed 150% Default Amount Due (as of December 1, 2025) totaling $863,497.40, after giving effect to a partial payment of $85,000 made on November 7, 2025.
The Default Notice reissues and reinstates prior default notices that were previously rescinded. The partial payment of $85,000 did not cure the outstanding default, satisfy the repayment obligations under the Notes, or extend or modify any deadlines.
If the Company fails to cure the defaults within the five (5) business day period (ending on January 5, 2026), the holders of the Notes will be entitled to accelerate the Notes and demand immediate payment of the applicable Default Amounts, enforce collateral agreements tied to the property held by a third party known as “The Boundary” located at 1389, 1401, and 1409 Peachtree Street NE, Atlanta, GA 30309 (as described in the Notes), and pursue other rights and remedies available under the Notes and applicable law, including conversion rights, collection actions, legal enforcement, and recovery of attorney’s fees and costs. The Default Notice expressly reserves all rights and remedies under the Notes and applicable law and does not constitute a waiver thereof.
The Default Notice related to the principal amount of $524,000 due under the Notes provided by three lenders with a claimed 150% Default Amount Due (as of December 26, 2025) totaling $863,497.40, after giving effect to a partial payment of $85,000 made on November 7, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOFLA Megaline Inc. | ||
| Date: January 2, 2026 | By: | /s/ Dilip Petigara |
| Name: | Dilip Petigara | |
| Title: | Chief Executive Officer, Chief Financial Officer and Secretary | |
ATTACHMENTS / EXHIBITS
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