Welcome to our dedicated page for Arvana SEC filings (Ticker: AVNI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Arvana Inc. filings document AVNI's public-company reporting, capital-raising arrangements and corporate governance. Recent records include registration materials for common-stock issuances, Form 8-K disclosures on stock purchase and settlement-share arrangements, and notices of late annual or quarterly reports under Rule 12b-25.
The filings also identify AVNI common stock under OTCID and disclose governance changes such as officer departures. Together, the records address securities registration, material agreements, share-issuance mechanics, reporting compliance, and capital-structure subjects for the company.
Arvana, Inc. entered a court-approved stock-for-debt settlement with J.P. Carey Enterprises, Inc. to resolve bona fide past-due claims totaling $188,379.32. The company will issue common stock in one or more tranches so that 60% of J.P. Carey's net sale proceeds equals the claim amount, with the number of shares varying based on market price and potentially exceeding current shares outstanding.
Arvana will also issue an additional 250,000 common shares to reimburse legal fees. A court fairness hearing under Section 3(a)(10) of the Securities Act approved the settlement and authorized issuance of unrestricted shares, subject to a 4.99% beneficial ownership cap that requires multiple tranches.
Arvana, Inc. notified the SEC it will file its Annual Report on Form 10-K for the year ended December 31, 2025 on or before April 15, 2026. The company cited that it cannot complete the Form 10-K "without unreasonable effort or expense" under Rule 12b-25 and executed the notification on March 30, 2026.
Arvana, Inc. has filed an S-1 registering up to 15,000,000 shares of common stock for resale by Generating Alpha Ltd. under a Stock Purchase Agreement. The agreement allows Arvana, at its discretion, to sell up to $100,000,000 of stock, typically at 96% of the lowest VWAP over a 15‑day period. Arvana’s stock trades on the OTC market under “AVNI” and there were 125,845,554 shares outstanding as of early 2026. Arvana will not receive cash from resale of the registered shares, but it expects to raise capital when it initially issues stock to the investor. The company has an accumulated deficit of about $39.5 million, a going‑concern warning from auditors, limited current revenue after spinning off its fishing charter subsidiary, and plans to pursue acquisitions, particularly in commercial real estate. Issuances under the facility are expected to dilute existing stockholders and the shares are subject to penny stock rules.
Arvana Inc. reported a leadership change in its finance function. On December 8, 2025, Andrew E. Morrison, who served as the company’s principal financial officer and Chief Financial Officer, notified Arvana of his intention to retire from his positions. The company states that his resignation has been accepted immediately, meaning he is no longer serving in these roles as of that date. The report does not provide additional information about transition plans or a successor but confirms the change was framed as a retirement from his positions.
Arvana Inc. reported a net loss of $1,471,621 for the nine months ended September 30, 2025 on modest revenue of $84,378, mostly from fishing charters and equipment leases that have now ceased. Gross profit was $53,251, but operating expenses of $1,121,845—driven largely by consulting, professional fees, and $754,535 of stock-based compensation—pushed the business deep into the red.
Arvana spun off its Down 2 Fish Charters subsidiary on August 15, 2025, transferring marine equipment, a commercial fishing license, and related debt to the seller and recording a $78,284 gain. Following the spinoff, management plans to pivot to a real estate redevelopment strategy focused on vacant big box retail properties.
The balance sheet is strained: current assets were $5,625 and cash was $0 at September 30, 2025, versus current liabilities of $1,791,177, resulting in a working capital deficit of $1,785,552 and an accumulated deficit of $39,499,072. The company discloses substantial doubt about its ability to continue as a going concern and expects to rely on related-party funding and potential equity or debt financings. Common shares outstanding increased to 122,274,125 at September 30, 2025 and 127,274,125 at December 1, 2025, reflecting significant equity issuances for consulting services, debt amendments, and a stock purchase commitment fee.
Arvana, Inc. filed a Form 12b‑25 (NT 10‑Q), notifying a late filing for its Quarterly Report for the period ended September 30, 2025. The company states it is unable to file without unreasonable effort or expense and expects to file the Form 10‑Q on or before November 19, 2025 under the allowable grace period.
Arvana, Inc. (AVNI) filed a Form 12b-25 to notify a late filing of its Form 10-Q for the quarter ended September 30, 2025.
The company states it could not file without unreasonable effort or expense and expects to submit the Form 10-Q on or before November 19, 2025.
Arvana, Inc. (AVNI) submitted a Form 12b-25 to notify a late Quarterly Report on Form 10-Q. The company cites that filing on the original deadline would have required unreasonable effort or expense. The notice indicates the report will be filed on or before the prescribed due date permitted by Form 12b-25.
Arvana Inc. entered into a Stock Purchase Agreement with Generating Alpha Ltd. that allows the company to sell up to $100,000,000 of its fully registered, freely tradable common stock over time. For each "Put" notice, Arvana can require the investor to buy shares at 96% of the market price, defined as the average VWAP over the 20 trading days before the Put, with each drawdown at least $20,000 and generally capped at 300% of the average daily trading volume.
The investor’s ownership is limited to no more than 4.99% of Arvana’s common stock at any time. As a commitment fee, Arvana will issue shares equal to 1.5% of half of the commitment amount, and, after drawing half of the facility, an additional 1.5% of half, with any portion above the 4.99% ownership cap issued as prefunded common stock purchase warrants.