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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): April
11, 2026
ARVANA, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada |
000-30695 |
87-0618509 |
| (State of Other Jurisdiction |
(Commission File |
(IRS Employer |
| Of Incorporation) |
Number) |
Identification No.) |
299 Main Street, 13th Floor
Salt Lake City, Utah |
84111 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area
code: (702) 899-1072
(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:
☐ Written
communications pursuant to Rule 425 under the Securities Act
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On January 13, 2026, Arvana, Inc. (the “Company”)
entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with J.P. Carey Enterprises, Inc. (“JPCarey”)
to resolve certain bona fide, outstanding claims in the aggregate amount of $188,379.32 (the “Claim Amount”). The claims relate
to past-due obligations acquired by JPCarey pursuant to certain claims purchase agreements and were the subject of litigation styled J.P.
Carey Enterprises, Inc. v. Arvana, Inc., Case No. CACE-26-000427, in the Circuit Court of the Seventeenth Judicial Circuit in and
for Broward County, Florida (the “Court”).
Pursuant to the Settlement Agreement, the Company
agreed to satisfy the Claim Amount through the issuance of shares of its common stock (the “Settlement Shares”) to JPCarey
in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities
Act”). The Settlement Shares are to be issued in one or more tranches, in such amounts as necessary for JPCarey to sell the shares
and generate net proceeds sufficient such that 60% of such net proceeds equals the Claim Amount, reflecting a 40% discount retained by
JPCarey. The number of Settlement Shares to be issued is not fixed and cannot be determined at this time, as it depends on the market
price of the Company’s common stock at the time of sale, and may result in the issuance of a number of shares in excess of the Company’s
currently outstanding shares.
In addition, the Company agreed to issue to JPCarey
an additional 250,000 shares of common stock, also pursuant to Section 3(a)(10) of the Securities Act, as reimbursement for legal fees
and expenses incurred in connection with the settlement.
The Settlement Agreement provides that, following
entry of a court order approving the settlement, the Company is required to deliver the Settlement Shares within three trading days, together
with a legal opinion to the Company’s transfer agent confirming that such shares are validly issued, fully paid and non-assessable,
exempt from registration, and may be issued without restrictive legend and resold by JPCarey without restriction pursuant to the court
order. The Settlement Shares are to be delivered electronically via book-entry or through the facilities of The Depository Trust Company,
including the FAST or DWAC systems.
The issuance of the Settlement Shares is subject to
a beneficial ownership limitation, such that JPCarey may not at any time beneficially own more than 4.99% of the Company’s outstanding
common stock. Accordingly, the Settlement Shares are to be issued in multiple tranches to comply with such limitation.
On April 7, 2026, the Court conducted a fairness hearing
pursuant to Section 3(a)(10) of the Securities Act, and on April 11, 2026, entered an Agreed Order Approving Settlement and Exchange/Issuance
of Securities Under Section 3(a)(10) (the “Order”). In the Order, the Court found that the claims resolved by the Settlement
Agreement are bona fide and that the settlement is fair, adequate, reasonable, and the product of arm’s-length negotiations. The
Court approved the issuance and exchange of the Settlement Shares, including the additional shares issued for fees and expenses, as exempt
from registration under Section 3(a)(10) of the Securities Act and Section 517.061(1)(b) of the Florida Statutes.
The Order further authorizes and directs the Company
and its transfer agent to issue the Settlement Shares without restrictive legend and to deliver such shares through book-entry or DTC
systems upon satisfaction of customary transfer agent requirements and receipt of the required legal opinion. The Court also retained
jurisdiction to enforce the terms of the Settlement Agreement and the Order.
The Settlement Agreement contains customary representations
and warranties of the parties, as well as covenants requiring the Company to maintain sufficient authorized shares of common stock to
satisfy its obligations thereunder, including an obligation to increase its authorized share capital if necessary. The Company also agreed
not to take actions that would impair the trading status of its common stock while JPCarey holds Settlement Shares. The Settlement Agreement
further provides that JPCarey may declare a default and pursue remedies, including continuation of the underlying litigation, upon the
occurrence of certain events, including failure by the Company to timely deliver shares, failure to obtain the court order, trading suspensions,
or insolvency-related events.
Upon full issuance of the Settlement Shares in accordance
with the Settlement Agreement, the parties will mutually release all claims related to the underlying dispute. The Settlement Agreement
provides that it is a compromise of disputed claims and does not constitute an admission of liability by either party.
The foregoing description of the Settlement Agreement
and the Order does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which
are filed as exhibits to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No. |
|
Description |
| 10.1 |
|
Settlement Agreement and Stipulation |
| |
|
|
SIGNATURE
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: April 22, 2026 |
By: |
/s/ James Kim |
|
| |
Name: |
James Kim |
|
| |
Title: |
Chief Executive Officer |
|
