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UNITED
STATES
SECURITIES
AND EXCHANGE COMSMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 OR 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 11, 2025
ARVANA INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Nevada |
|
000-30695 |
|
No.
87-0618509 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
299 Main Street, 13th Floor
Salt Lake City, Utah |
|
84111 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(702)
899-1072
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
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 Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Exchange Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
AVNI |
|
OTCID |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
Definitive
Agreement with Generating Alpha Ltd.
On
August 11, 2025, a fully-executed Stock Purchase Agreement (the “Agreement”) by and between Arvana Inc. (the
“Company” or the “Registrant”) and Generating Alpha Ltd., a St. Kitts and Nevis company, (the
“Investor”) was entered into. The Investor has agreed to purchase from the Company up to One Hundred Million Dollars
($100,000,000) (the “Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the
“Common Stock”) under certain terms and conditions. Pursuant to the terms of the Agreement the Company can request a
“Put” on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety six
(96%) percent of the “Market Price.” Market Price shall be defined as the average VWAP of the common stock twenty
trading days immediately preceding the Put (“Maximum Put Amount”). The dollar amount of Common Stock sold to the
Investor in each Put may not be less than $20,000.00 and the maximum amount will equal 300% of the Average Daily Trading Volume. The
Maximum Put Amount may be increased upon mutual written consent of the Company and the Investor. Puts are further limited to
Investor owning no more than 4.99% of the Common Stock at any given time.
In
accordance with the Agreement, the Company will issue to the Investor a Commitment Fee in shares of the Company’s common stock
equivalent to 1.5% of half of the Commitment Amount. After drawing down half of the Commitment Amount, the Company shall issue an additional
1.5% of half the Commitment Amount in shares of the Company’s common stock, not to exceed 4.99% of the Company’s issued and
outstanding. Any amount that would exceed 4.99% of the Company’s issued and outstanding shall be issued in the form of a prefunded
Common Stock Purchase Warrant.
Forward
Looking Statements
This
Current Report on Form 8-K (the “Form 8-K”) contains statements that constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements, other than statements of present or historical fact included in this Form 8-K, regarding the Company’s
strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K,
the words “could,” “should,” “will,” “may,” “believe,” “anticipate,”
“intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,”
the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. These forward-looking statements are based on management’s current expectations and
assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking
statements speak only as of the date of this Form 8-K or as of the date they are made. The Company cautions you that these forward-looking
statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control
of the Company. In addition, the Company cautions you that the forward-looking statements contained in this Form 8-K are subject to risks
and uncertainties, including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls,
additional examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources,
the Company’s ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter
to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability
to regain compliance with all Nasdaq Listing Rules, the Company’s ability to remain current with its SEC reports, and those additional
risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K filed by the Company with the SEC on
April 3, 2024, as amended, and any other documents filed, or to be filed, by the Company with the SEC. Additional information concerning
these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company
has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov.
Should one or more of the risks or uncertainties described in this Form 8-K materialize or should underlying assumptions prove incorrect,
actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required
by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the
statements in this section, to reflect events or circumstances after the date of this Form 8-K.
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.
| Arvana Inc. |
| |
|
| |
|
|
| Date: August 25, 2025 |
By: |
/s/ James Kim |
| |
Name: |
James Kim |
| |
Title: |
Chief Executive Officer |
