{"url_path":"/sec/nrde/8-k/2026-06-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1759546/0001493152-26-027277-index.html","accession_number":"0001493152-26-027277","cik":"0001759546","ticker":"NRDE","issuer_name":"Stark Novus Financial Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1759546/0001493152-26-027277-index.html","primary_entity_key":"0001759546","primary_entity_name":"NU RIDE INC."},"word_count":858,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\n*Membership\nInterest Purchase Agreement*\n\n \n\nOn\nJune 2, 2026 (the “Signing Date”), Affinity Advisory Holdings Corp., a Delaware corporation (the “Buyer”) and\na wholly-owned subsidiary of Nu Ride Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase\nAgreement”) with Affinity Advisory Network, LLC and AAN Wealth Advisors, LLC (together, “Affinity”), HIH M MFTG Trust\nand The Hall Companies Corporate Ohio Legacy Trust (the “Sellers”), and Robert Hall pursuant to which the Buyer agreed to\nacquire 100% of the issued and outstanding membership interests of Affinity from the Sellers. The aggregate consideration payable under\nthe Purchase Agreement consists of (a) a cash payment at closing of $6,720,000, subject to customary adjustments for working capital,\ncash, indebtedness, and transaction expenses; (b) 80,000 shares of Class A common stock of the Company (the “Class A Common Stock”,\nand such shares, the “Acquisition Shares”); and (c) shares of the Buyer’s common stock equal to 15% of the Buyer’s\nissued and outstanding shares immediately following the closing. The Sellers are also eligible to receive a contingent earnout payment\nof up to $1,312,000 (plus accrued interest), payable in up to three annual installments of approximately $437,333 each following the\nclosing, subject to meeting certain insurance-writing thresholds. The Purchase Agreement contains customary pre-closing operating covenants,\nan exclusivity obligation, confidentiality and public announcement controls, and customary post-closing restrictive covenants applicable\nto the Sellers (including Robert Hall), including non-competition and non-solicitation, for a period of five years following the closing.\nClosing of the transaction is subject to customary conditions.\n\n \n\n*Stockholders\nAgreement*\n\n \n\nOn\nthe Signing Date, the Buyer, the Company and the Sellers also agreed to a Stockholders Agreement (the “Stockholders Agreement”)\nto be entered into at closing of the transaction, governing the ongoing governance and ownership of the Buyer following the closing of\nthe acquisition. Under the Stockholders Agreement, the Buyer’s board of directors will initially be composed of four directors:\nthree directors designated by the Company majority holders (one of which will initially include Alexander Matina) and one director designated\nby the Sellers (initially Robert Hall), for so long as the Sellers collectively hold at least the number of shares held as of the date\nof the Stockholders Agreement. Certain specified actions, including transactions that disproportionately and materially adversely affect\nthe Sellers’ rights, non-arm’s-length transactions between the Buyer and the Company, and non pro rata Company share redemptions,\nrequire the affirmative vote of the Sellers’ board nominee, subject to a notice-and-response mechanism. The Stockholders Agreement\nalso provides for transfer restrictions on Buyer shares customary for situations of this type, including (a) board consent for transfers\nother than to family members, (b) a right of first refusal in favor of the Company, (c) customary tag-along rights in favor of the minority\nholders and (d) drag-along rights in favor of the majority holders, subject to customary conditions in each case. The Stockholders Agreement\nalso provides customary rights to the minority holders to put their shares to the Company in certain circumstances and customary rights\nof the majority holders to call the minority holder shares, in each case upon a repayment schedule.\n\n \n\n*Employment\nAgreement*\n\n \n\nOn\nthe Signing Date, the Buyer also entered into an Employment Agreement (the “Employment Agreement”) with Robert Hall, to become\neffective at the closing of the acquisition, pursuant to which Mr. Hall will serve as Chief Executive Officer of the Buyer, reporting\nto the board of directors of Buyer, for an initial three-year term that automatically renews for successive one-year periods unless either\nparty provides timely written notice of non-renewal. Under the Employment Agreement, Mr. Hall is entitled to an annual base salary of\n$125,000, an annual cash bonus targeted at 100% of base salary, an annual equity bonus equal to 0.5% of the Buyer’s equity (subject\nto performance goals established by the board and an ownership cap mechanism that may result in cash or Company stock being issued in\nlieu of excess Buyer equity), and an annual Company equity bonus of 10,000 shares of Class A common stock, in each case subject to the\nachievement of board-established performance goals. In the event Mr. Hall is terminated without cause or resigns for good reason, he\nis entitled to receive six months of continued base salary and a prorated equity bonus, conditioned upon his execution of a release of\nclaims within the applicable timeframes. The Employment Agreement also includes customary restrictive covenants, including confidentiality\nobligations and non-competition and non-solicitation covenants that apply during the term of employment and for a period of twenty-four\nmonths following any termination of employment.\n\n \n\n \n\n \n\n \n\nThe\nforegoing description of each of the Purchase Agreement, Stockholders Agreement and Employment Agreement does not purport to be complete\nand is qualified in its entirety by reference to the full text of the Purchase Agreement, Stockholders Agreement and Employment Agreement,\nrespectively, which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended\nJune 30, 2026.\n\n \n\nOn\nJune 3, 2026, the Company issued a press release announcing the transaction. A copy of the press release is attached as Exhibit 99.1\nto this Current Report on Form 8-K."}