[8-K] Driveitaway Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Driveitaway Holdings, Inc. disclosed an unregistered equity financing through the issuance of pre-funded, fully vested warrants to accredited investors. The warrants allow holders to purchase 12,5000,000 shares of the company’s common stock in exchange for a total of $250,000.

The warrants carry a very low exercise price of $0.00001 per share and have no expiration date, meaning investors have effectively paid almost the full purchase price up front and can convert into common stock at any time. This structure creates the potential for a large future increase in the company’s outstanding share count when the warrants are exercised.

Insights

Equity capital markets analyst

Driveitaway issued deeply in-the-money, perpetual pre-funded warrants for cash.

Driveitaway Holdings issued pre-funded, fully vested warrants to accredited investors to purchase 12,5000,000 common shares for aggregate consideration of $250,000. With an exercise price of $0.00001 per share and no expiration date, most of the economic value was paid at issuance, and the warrants function economically like equity that can be converted into common stock at the holders’ discretion.

This structure can significantly increase the number of common shares once warrants are exercised, which may affect per-share metrics when that occurs. The filing does not quantify current shares outstanding, so the relative dilution cannot be assessed from this excerpt alone. Future disclosures in periodic reports can show how many of these warrants have been exercised and the resulting change in the common share count.

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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): October 31, 2025

DRIVEITAWAY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-52883		20-4456503
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3401 Market Street, Suite 200/201, Philadelphia, PA		19104
(Address of principal executive offices)		(Zip Code)

(856) 577-2763

(Registrant’s telephone number, including area code)

(Former name 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 (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))

Item 3.02, Unregistered Sales of Equity Securities 

In October 2025, the Driveitaway Holdings, Inc. (the Company) issued pre-funded, fully vested warrants to accredited investors to purchase 12,5000,000 of the Company’s common stock in exchange for $250,000. The warrants may be exercised for $0.00001 per share and have no expiration date.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not applicable

(b) Pro forma financial information.

Not applicable

(c) Shell company transactions.

Not applicable

(d) Exhibits

None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DRIVEITAWAY HOLDINGS, INC.
Dated: November 19, 2025	By:	/s/ John Possumato
		Name: John Possumato
		Title: Chief Executive Officer

FAQ

What did Driveitaway Holdings (DWAY) announce in this 8-K?

Driveitaway Holdings reported that it issued pre-funded, fully vested warrants to accredited investors, allowing them to purchase 12,5000,000 shares of common stock.

How much cash did Driveitaway (DWAY) receive for the new warrants?

The company received $250,000 in exchange for issuing the pre-funded warrants to accredited investors.

What is the exercise price of the Driveitaway (DWAY) warrants?

The warrants can be exercised for $0.00001 per share of Driveitaway’s common stock, meaning only a minimal additional payment is needed to acquire the shares.

Do the new Driveitaway (DWAY) warrants expire?

No. The warrants described have no expiration date, so holders can choose when to exercise them.

Are the Driveitaway (DWAY) warrants registered under the Securities Act?

No. The company reported these as an unregistered sale of equity securities under Item 3.02 of Form 8-K.

Who received the pre-funded warrants from Driveitaway (DWAY)?

The warrants were issued to accredited investors, as stated in the disclosure.