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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Unregistered Sales of Equity Securities. The information set forth in
Entry into a Material Definitive Agreement Private Placement Issuances On June 11, 2026, XCF Global, Inc. (the “ Company ”), entered into securities purchase agreements with certain accredited investors (the “ Purchase Agreement ”) pursuant to which the Company agreed to issue an aggregate of 4,000,000 shares (the “ Shares ”) of its Class A common stock, par value $0.0001 (“ Common Stock ”) for aggregate gross proceeds of approximately $600,000.00 at a purchase price per share of $0.15. The S…
Unregistered Sales of Equity Securities. The information set forth in
Entry into a Material Definitive Agreement Private Placement Issuances On May 22, 2026, XCF Global, Inc. (the “ Company ”), entered into a securities purchase agreement (the “ Brown Stone Agreement ”) with Brown Stone Capital Ltd. (“ Brown Stone ”), pursuant to which the Company agreed to issue 13,333,340 shares (the “ Brown Stone Shares ”) of its Class A common stock, par value $0.0001 (“ Common Stock ”) for aggregate gross proceeds of approximately $2 million at a price per share of $0.15.…
Entry into a Material Definitive Agreement Encore DEC, LLC Debt Reduction and Equity Capitalization Increase On May 6, 2026, the Company, New Rise Renewables Reno, LLC (“ New Rise Reno ”), a subsidiary of the Company, and Encore DEC, LLC (“ Encore ”) entered into a payable acknowledgement and settlement agreement (the “ Encore Agreement ”), pursuant to which approximately $16.7 million of outstanding accounts payable due to Encore DEC will be settled through the issuance of 37,033,386 shares…
Unregistered Sales of Equity Securities. The information set forth in
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in
Unregistered Sales of Equity Securities. The information set forth in
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in
Entry into a Material Definitive Agreement Encore DEC, LLC Debt Reduction and Equity Capitalization Increase On May 6, 2026, the Company, New Rise Renewables Reno, LLC (“ New Rise Reno ”), a subsidiary of the Company, and Encore DEC, LLC (“ Encore ”) entered into a payable acknowledgement and settlement agreement (the “ Encore Agreement ”), pursuant to which approximately $16.7 million of outstanding accounts payable due to Encore DEC will be settled through the issuance of 37,033,386 shares…
Entry into a Material Definitive Agreement. On April 29, 2026, New Rise Renewables Reno, LLC (“ New Rise Reno ”), a subsidiary of XCF Global, Inc. (“ XCF ” or the “ Company ”), and Twain GL XXVIII, LLC (“ Twain ”) entered into a Forbearance Agreement (the “ 2026 Twain Forbearance Agreement ”), pursuant to which Twain has agreed to forbear from exercising its rights and remedies under the Ground Lease and related documents and/or applicable law with respect to any alleged defaults or alleged e…
The issuance of the 2026 Landlord Shares to Twain were not registered under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
Entry into a Material Definitive Agreement. Transactions As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2026, XCF Global, Inc., a Delaware corporation (the “Company”), entered into a transaction term sheet, dated January 26, 2026, with DevvStream Corp., an Alberta corporation (“DevvStream”), and Southern Energy Renewables Inc., a Louisiana corporation (“Southern”), setting forth the principal terms and conditions of a…
Regulation FD Disclosure. On April 14, 2026, the Company issued a press release announcing the execution of the BCA. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Additional Information and Where to Find It In connection with the proposed transaction, among the Company, DevvStream, and Southern, the Company will prepare and file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that w…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 9, 2026, XCF Global, Inc. (the “ Company ”), terminated the employment of William Dale, Chief Financial Officer (“ CFO ”). The Company and Board of Directors thank Mr. Dale for his leadership and service as Interim CFO, and for his contributions in helping to position XCF for its next phase of growth. On April 9, 2026, Pamela Abowd, the Co…
Termination of a Material Definitive Agreement. On April 2, 2026, Phillips 66 Company (“ Phillips 66 ”) delivered formal notice (the “ Notice ”) to New Rise Renewables Reno, LLC (“ New Rise ”), a wholly owned subsidiary of the Company, of the termination of the Supply and Offtake Agreement, dated May 23, 2017 (as amended, the “ Agreement ”), between New Rise and Phillips 66. The Notice provides that the Agreement is terminated as of May 1, 2026. Under the Agreement, Phillips 66 supplied feeds…
Entry into a Material Definitive Agreement. On April 9, 2026, XCF Global, Inc. (the “ Company ”) entered into a Term Sheet for a Renewable Fuel Tolling Agreement with BGN, an independent global energy and commodities group, pursuant to which it is anticipated that the Company will provide the following services to BGN both at its New Rise Reno facility and, potentially, a second, future XCF facility: ● Inside-the-Fence Logistics: Receipt, handling, and management of feedstock inventory. ● Pro…
of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, and such information shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Additional Informat…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 2, 2026, XCF Global, Inc., a Delaware corporation (“ XCF ” or the “ Company ”), terminated the employment of Gregory Surette, Chief Strategy Officer. Mr. Surette’s departure from the position of Chief Strategy Officer is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practic…
Entry into a Material Definitive Agreement. On January 26, 2026, XCF Global, Inc., a Delaware corporation (“ XCF ” or the “ Company ”), entered into a binding term sheet (the “ Term Sheet ”) with Southern Energy Renewables, Inc., a Louisiana corporation (“ Southern ”), DevvStream Corp., an Alberta corporation (“ DEVS ”), and EEME Energy SPV I LLC (“ EEME ”), which sets forth the principal terms and conditions of a proposed business combination and related financing transactions (collectively,…
Unregistered Sales of Equity Securities. Information regarding unregistered sales of securities set forth under
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 9, 2026, XCF Global, Inc. (the “ Company ”) entered into a Transition Agreement with Simon Oxley, the Company’s Chief Financial Officer ( “CFO ”), effective immediately (the “ Transition Agreement ”). In consideration for certain covenants by Mr. Oxley, the Company granted 5,246,260 restricted stock units (“ RSUs ”) to Mr. Oxley pursuant…
Other Events Memorandum of Understanding On December 10, 2025, XCF Global, Inc. (“XCF”) entered into a non-binding Memorandum of Understanding (the “MOU”) with Southern Energy Renewables Inc. (“Southern”) and DevvStream Corp. (“DevvStream”). The MOU outlines a preliminary framework for potential commercial collaboration among the parties, including the exploration of opportunities relating to sustainable aviation fuel, environmental attributes, and related project development initiatives. The…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 9, 2025, XCF Global, Inc. (the “Company”) received a written notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capi…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in
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