STOCK TITAN

Elvictor Group signs up to $5M stock financing deal

Each put is priced at 85% of the lowest trading price in a five-day window, with 7% additional shares issued.

(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Elvictor Group, Inc. (ELVG) may sell Quick Capital up to $5,000,000 of common stock at its election over a commitment period of up to 36 months, subject to conditions; it is not obligated to sell. Each put must be at least $20,000 and is capped at the lesser of $100,000 or 100% of average daily dollar trading volume during the five trading days before notice. The price is 85% of the lowest trading price during the five-day period after share delivery and clearance; Elvictor issues 107% of the shares paid for. Before clearing costs and placement fees, Elvictor says it receives approximately 79.4% of that lowest price per share.

Elvictor issued 41,618 commitment shares and a pre-funded warrant for 53,168 shares, together valued at approximately $200,000 based on $2.11 per share; it received no cash for these securities. Rodman & Renshaw will receive 5% of gross proceeds and warrants equal to 10% of Put Shares purchased at each closing. Elvictor will file a resale registration statement within 30 days after executing definitive documents; sales may begin only after it is filed and effective. The transaction will dilute existing stockholders; lower prices increase shares issued per dollar, and resales may affect the trading price. Net proceeds are currently intended for AI crew-platform development, infrastructure, personnel and general corporate purposes. The MVP operates in limited capacity, and Elvictor has not realized material cost savings.

Filing Explained

Elvictor issued about $200,000 in commitment securities that remain earned even if no funding sale occurs.

While the Quick Capital agreement is in effect, Elvictor needs the investor’s consent for other variable-rate transactions.

If Elvictor issues shares or share-linked securities below the warrant’s exercise price, the holder may elect a lower exercise price, with the warrant’s share count adjusted upward.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Equity purchase commitment Up to $5,000,000 Common stock purchases at Elvictor's election, subject to conditions
Minimum put $20,000 Minimum amount for each put
Maximum put $100,000 Each put is also limited by average daily dollar trading volume
Purchase price 85% of the lowest trading price Lowest price during the five-trading-day Valuation Period
Shares issued per put 107% of the number of shares paid for Includes 7% additional shares as consideration
Company proceeds per share Approximately 79.4% of the lowest trading price Before Clearing Costs and the placement agent fee
Commitment Shares 41,618 shares Issued to Quick Capital as commitment consideration
Quick Capital Warrant 53,168 shares Shares purchasable under the pre-funded warrant
Put Notice financial
"a written notice (a “Put Notice”)"
A put notice is a formal alert that the holder of a put option intends to exercise their right to sell the underlying shares at the agreed price, which obliges the option seller to buy or accept delivery of those shares. It matters to investors because receiving or expecting a put notice can force an unplanned purchase or sale, change a trader’s cash needs and risk exposure, and sometimes move the stock price due to surprise supply or demand, much like being handed an item you must immediately take off someone’s hands.
Valuation Period financial
"the five trading days ... (the “Valuation Period”)"
A valuation period is the specific time window used to measure the value of an asset, security, fund position, or company for reporting, pricing, or calculation purposes. It defines the dates the inputs (market prices, cash flows, or metrics) come from, and thus determines the snapshot of value investors see. Like choosing when to take a photograph, the valuation period fixes the moment used to report performance, set price, or calculate payouts, so different periods can produce different results.
Clearing Costs financial
"brokerage, clearing and similar costs (“Clearing Costs”)"
pre-funded warrant financial
"Quick Capital Pre-Funded Warrant"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Beneficial Ownership Limitation regulatory
"the 4.99% Beneficial Ownership Limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much equity financing can ELVG receive under the Quick Capital agreement?

Elvictor may sell Quick Capital up to $5,000,000 of common stock at its election, subject to conditions. The company is not obligated to sell shares, and the commitment is subject to limits and termination conditions.

How is the price for ELVG shares sold to Quick Capital determined?

The purchase price is 85% of the lowest trading price during the five trading days beginning when the Put Shares are delivered to Quick Capital’s brokerage account and cleared for trading. For each put, Elvictor issues 107% of the number of shares Quick Capital pays for.

Can Quick Capital exercise its ELVG pre-funded warrant cashlessly?

Yes. The warrant for 53,168 shares may be exercised for cash at a nominal exercise price of $0.001 per share or on a cashless basis at any time. Exercise is subject to a limit that prevents beneficial ownership above 9.99% immediately after exercise.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
false Attica 0001741489 GR 0001741489 2026-10-22 2026-10-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

 

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): October 22, 2026

 

ELVICTOR GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-56508   82-3296328
State or other jurisdiction
of incorporation
  Commission File Number   IRS Employer
Identification No.

 

Vassileos Constantinou 79, Vari 16672, Greece

(Address of principal executive offices, including zip code)

 

(877) 374-4196

(Registrant’s telephone number, including area code)

 

Not applicable

(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 (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 Act: None.

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

 

[The Company’s common stock, par value $0.0001 per share, is quoted on the OTC [Pink/QB] Market under the symbol “ELVG.” Confirm Section 12(g) registration; §4.4 of the EPA represents registration under Section 12(b) or 12(g).]

 

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.

 

Equity Purchase Agreement

 

On October 23, 2026 (the “Execution Date”), Elvictor Group, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Quick Capital, LLC, a Wyoming limited liability company (the “Investor”). Under the Purchase Agreement, the Investor has committed to purchase, at the Company’s election, up to $5,000,000 of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from time to time during the Commitment Period described below, subject to the conditions and limitations in the Purchase Agreement. The Company is not obligated to sell any shares under the Purchase Agreement. The Company’s Board of Directors approved the Purchase Agreement, the Registration Rights Agreement, the Quick Capital Warrant and the Rodman Warrants by unanimous written consent. 

 

Commitment Period. The Commitment Period began on the Execution Date and ends on the earliest of (i) the date the Investor has purchased $5,000,000 of Common Stock, (ii) 36 months after the Execution Date, (iii) the Company’s written notice of termination, (iv) the date the Registration Statement (defined below) ceases to be effective after its initial effectiveness, and (v) the commencement of bankruptcy or similar proceedings involving the Company. The 36-month period runs from the Execution Date, not from effectiveness of the Registration Statement.

 

Puts. The Company may deliver a written notice (a “Put Notice”) requiring the Investor to purchase shares of Common Stock (“Put Shares”). Each put must be at least $20,000 and may not exceed the lesser of (a) $100,000 and (b) 100% of the average daily dollar trading volume of the Common Stock during the five trading days before the Investor receives the Put Notice (in each case calculated using the Purchase Price). The Company may not deliver a new Put Notice until five trading days after the prior Put Date, unless the prior Put Shares have been delivered and trading volume on any day in that period exceeds 300% of the prior Put Shares.

 

Purchase Price and additional shares. The purchase price (the “Purchase Price”) is 85% of the lowest trading price of the Common Stock on its principal market during the five trading days beginning on the date the Put Shares are delivered to the Investor’s brokerage account and cleared for trading (the “Valuation Period”). The Purchase Price is not fixed when the Put Notice is delivered. For each put, the Company issues 107% of the number of shares for which the Investor pays; the additional 7% is issued as additional consideration. The amount the Investor pays (the “Investment Amount”) is reduced by the Investor’s brokerage, clearing and similar costs (“Clearing Costs”), which are not capped. Taken together, the Company will receive, before Clearing Costs and the placement agent fee described below, approximately 79.4% of the lowest trading price during the Valuation Period for each share it issues. The Company must deliver Put Shares on the Put Date; the Investor pays on the Friday of the week in which the Valuation Period ends on or before Wednesday.

 

The Valuation Period begins after delivery, so the Investor’s own resales of the Put Shares during that period can affect the Purchase.

 

Conditions and limitations. The Investor’s obligation to purchase Put Shares is subject to conditions, including:

 

●a registration statement covering the Investor’s resale of the Put Shares and Commitment Shares being effective, with no stop order or suspension;

 

●the last reported trading price of the Common Stock being at least $2.11 per share when the Put Notice is delivered;

 

●the Investor not beneficially owning more than 4.99% of the outstanding Common Stock after giving effect to the put (the “Beneficial Ownership Limitation”);

 

1

 

 

●the Common Stock being DWAC eligible, not subject to a DTC chill, and not suspended or delisted;

 

●the Company’s representations being true and correct in all material respects on each Closing Date, no Material Adverse Effect since the Company’s most recent SEC filing, and delivery of an officer’s certificate with each Put Notice;

 

●the Company being current in its Exchange Act reports and having reserved 1,000,000 shares of Common Stock (the “Required Minimum”) for the Investor; and

 

●the issuance not violating any shareholder approval requirement of the principal market.

 

Limits on the Company’s ability to draw. The Company may be unable to sell the full $5,000,000, or any amount, under the Purchase Agreement.

 

Commitment fee. As consideration for the Investor’s commitment, on the Execution Date the Company issued to the Investor (i) 41,618 shares of Common Stock (the “Commitment Shares”) and (ii) a pre-funded warrant to purchase 53,168 shares of Common Stock (the “Quick Capital Warrant”), valued at $112,183.91, or $2.11 per share. Together, the Commitment Shares and the Quick Capital Warrant had a value of approximately $200,000 based on $2.11 per share. They were fully earned on the Execution Date and are not refundable if the Registration Statement is not declared effective or the Company never delivers a Put Notice. The terms of the Quick Capital Warrant are described below.

 

Fees and expenses. The Company paid $5,000 to the Investor’s counsel on or before the Execution Date and will pay an additional $7,500 to the Investor’s counsel after the first Closing. The Company pays all transfer agent fees and stamp and transfer taxes on the delivery of shares.

 

Placement agent. Rodman & Renshaw LLC (“Rodman”) is acting as placement agent under an engagement letter dated July 13, 2026, as amended September 24, 2026 (the “Engagement Letter”). The Company will pay Rodman (a) a cash fee of 5.0% of the gross proceeds at each Closing; (b) $12,500 for Rodman’s legal fees; and (c) at each Closing, warrants to purchase a number of shares of Common Stock equal to 10.0% of the Put Shares purchased at that Closing (the “Rodman Warrants”). The Rodman Warrants have a five-year term and an exercise price of 125% of the Purchase Price for that Closing. The terms of the Rodman Warrants are described below. The Company has agreed to register the resale of the shares underlying the Rodman Warrants. Rodman is an express third-party beneficiary of specified Company obligations under the Purchase Agreement, and Rodman also has tail, right of first refusal, indemnification and contribution rights under the Engagement Letter.

 

Restrictions on other financings. Until the later of 18 months after the Execution Date and termination of the Purchase Agreement, the Company may not enter into another equity line of credit without the Investor’s consent. While the Purchase Agreement is in effect, the Company may not enter into any “Variable Rate Transaction” (as defined in the Purchase Agreement) without the Investor’s consent, except a financing in which Rodman or its affiliate acts as placement agent, underwriter or similar role.

 

Termination and amendment. The Company may terminate the Purchase Agreement by written notice, but not during a Valuation Period or at any time the Investor holds Put Shares. Under the Purchase Agreement, no provision may be amended or waived beginning one trading day before the initial filing of the Registration Statement.

 

2

 

 

Other terms. The Investor has agreed not to engage in short sales of the Common Stock as defined in Rule 200 of Regulation SHO. The Purchase Agreement contains customary representations, warranties, covenants and mutual indemnification obligations. If the Company fails to deliver Put Shares on time and the Investor buys shares to cover a sale, the Company must pay the Investor’s resulting loss in cash. The Purchase Agreement is governed by Wyoming law, with exclusive venue in the state and federal courts in Miami, Florida.

 

Registration Rights Agreement

 

In connection with the Purchase Agreement, the Company and the Investor entered into a Registration Rights Agreement dated as of [October 23], 2026 (the “Registration Rights Agreement”). Under it, the Company agreed to file with the SEC, within 30 days after executing the definitive documents, an initial registration statement on Form S-1 (the “Registration Statement”). The Registration Statement will cover the resale by the Investor, at prevailing market prices under Rule 415, of the maximum number of Registrable Securities permitted under applicable SEC rules, regulations and interpretations, as determined by the Company in consultation with its counsel and subject to the Company’s authorized shares then available for issuance. “Registrable Securities” are the Put Shares, the Commitment Shares and the shares issuable upon exercise of the Quick Capital Warrant. The Registration Statement will also cover the shares issuable upon exercise of the Rodman Warrants.

 

The Company must use its best efforts to have the Registration Statement declared effective at the earliest possible date. It must use its reasonable best efforts to keep the Registration Statement effective until the Investor has resold all Registrable Securities covered by it and the Purchase Agreement has terminated. The Registration Rights Agreement does not set an effectiveness deadline or provide for liquidated damages.

 

If the registered shares are insufficient to cover all Registrable Securities, the Company must amend the Registration Statement or file a new registration statement within 10 business days after the need arises, subject to any Rule 415 limits imposed by the SEC. If the SEC staff limits the number of shares that may be registered, or does not permit resales under Rule 415 at market prices, the Company will reduce the shares included. The Investor’s consent, which may not be unreasonably withheld, is required as to which shares are removed. The Company will then file additional registration statements for the remainder.

 

The Investor’s review of each filing is limited to the portions describing the Investor, its beneficial ownership and its manner of sale, including the “Selling Stockholder” and “Plan of Distribution” sections. The Investor is deemed to consent if it does not comment within two business days, and the Company alone determines the content and timing of its SEC filings. Upon notice from the Company that the prospectus contains a material misstatement or omission, or that a stop order has been issued, the Investor must suspend sales under the Registration Statement until it receives a corrected prospectus.

 

The Company will pay all registration expenses other than sales and brokerage commissions. The Company agreed to indemnify the Investor and related persons against claims arising from untrue statements or omissions of material facts in the Registration Statement or prospectus, the Company’s securities-law violations relating to the registered resales, and the Company’s material breaches of the Registration Rights Agreement, subject to customary exceptions. The Investor agreed to indemnify the Company, its directors, its officers who sign the Registration Statement and its control persons. That indemnity covers information the Investor furnishes for use in the Registration Statement (capped at the Investor’s net proceeds from sales under it), the Investor’s securities-law violations in selling the shares, and the Investor’s material breaches. The Registration Rights Agreement also contains contribution provisions and customary Rule 144 reporting covenants. Neither party may assign it without the other’s consent. It is governed by Wyoming law, with exclusive venue in the state and federal courts in Miami, Florida.

 

3

 

 

Quick Capital Pre-Funded Warrant

 

The Quick Capital Warrant entitles the Investor to purchase up to 53,168 shares of Common Stock (the “Quick Capital Warrant Shares”). The aggregate exercise price, except for a nominal exercise price of $0.001 per Quick Capital Warrant Share, is deemed pre-funded, and the Investor is not entitled to a refund of any pre-funded amount, including if the warrant is never exercised. The Company did not receive cash for the pre-funded portion, because the Quick Capital Warrant was issued as part of the commitment fee. The Quick Capital Warrant became exercisable on October 20, 2026, its stated initial exercise date, and expires at 5:00 p.m. Eastern time on the fifth anniversary of that date. It may be exercised for cash or, at any time, on a cashless basis.

 

The Investor may not exercise the Quick Capital Warrant to the extent that the Investor, its affiliates and certain related parties would beneficially own more than 9.99% of the outstanding Common Stock immediately after exercise. This limit is separate from, and higher than, the 4.99% Beneficial Ownership Limitation that applies to puts under the Purchase Agreement. The Investor may increase or decrease that limit, but never above 9.99%, and an increase takes effect 61 days after notice to the Company.

 

The exercise price and number of Quick Capital Warrant Shares adjust for stock dividends, stock splits, reverse splits and reclassifications. The Investor may participate in rights offerings and distributions to holders of Common Stock as if it had exercised in full. If the Company issues Common Stock or Common Stock Equivalents, including under the Purchase Agreement, at an effective price below the then exercise price, the exercise price will be reduced at the Investor’s option to that lower price, and the number of Quick Capital Warrant Shares will be proportionately increased.

 

In a Fundamental Transaction (as defined in the Quick Capital Warrant), the Investor will be entitled on exercise of the Quick Capital Warrant to the consideration it would have received had it exercised immediately before the transaction, and any successor must assume the warrant. Unlike the Rodman Warrants, the Quick Capital Warrant does not give the Investor a right to a Black-Scholes cash payment in a Fundamental Transaction. If the Company fails to deliver Quick Capital Warrant Shares on time, it must pay liquidated damages of $10 per trading day for each $1,000 of Quick Capital Warrant Shares, rising to $20 per trading day beginning on the third trading day after the delivery date, and must cover the Investor’s buy-in losses; the Investor may also rescind the exercise. The Quick Capital Warrant is transferable without a lock-up, the holder has no rights as a stockholder until exercise, and the Company is not required to net cash settle an exercise.

 

Rodman Placement Agent Warrants

 

The Rodman Warrants will be issued to Rodman or its designees at each Closing, in substantially the form filed as Exhibit 4.2. Each Rodman Warrant will be exercisable, beginning on the initial exercise date stated in it, for a number of shares of Common Stock (the “Rodman Warrant Shares”) equal to 10.0% of the Put Shares purchased at that Closing, at an exercise price equal to 125% of the Purchase Price for that Closing, and will expire on the fifth anniversary of its issue date. A holder may exercise on a cashless basis only if no registration statement covering the issuance or resale of the Rodman Warrant Shares is effective and available.

 

A holder of a Rodman Warrant may not exercise to the extent it would beneficially own more than 4.99% of the outstanding Common Stock. The holder may raise that limit to up to 9.99% on 61 days’ notice. The exercise price and number of Rodman Warrant Shares adjust for stock dividends, splits and reclassifications, and holders may participate in rights offerings and pro rata distributions. Unlike the Quick Capital Warrant, the Rodman Warrants do not contain price-based anti-dilution protection.

 

4

 

 

In a Fundamental Transaction, the holder of a Rodman Warrant may require the Company or its successor to purchase the unexercised portion of the warrant for cash equal to its Black-Scholes value. That value is calculated using, among other inputs, the greatest of the 30-day, 100-day and 365-day historical volatility and the highest VWAP after announcement. If the transaction is not within the Company’s control, including one not approved by the Board of Directors, the holder receives the Black-Scholes value in the same form of consideration paid to holders of Common Stock.

 

Under FINRA Rule 5110(e), the Rodman Warrants and the Rodman Warrant Shares may not be sold, transferred, assigned, pledged or hedged for 180 days after sales begin under the Purchase Agreement, subject to limited exceptions. If the Company fails to deliver shares on exercise, it must pay the same liquidated damages ($10 per trading day for each $1,000 of shares, rising to $20) and buy-in losses that apply to the Quick Capital Warrant. The Company has agreed to register the resale of the Rodman Warrant Shares in the Registration Statement.

 

Risk and other disclosure

 

The sale of shares under the Purchase Agreement, the issuance of the Commitment Shares, the Quick Capital Warrant and the Rodman Warrants, and the resale of those shares will dilute existing stockholders. Because the Purchase Price is set after delivery, is based on the lowest trading price during the Valuation Period and has no floor other than the $2.11 condition at delivery of the Put Notice, the number of shares issued for a given dollar amount will increase as the trading price declines. Resales of Put Shares by the Investor, including during the Valuation Period, may depress the trading price of the Common Stock and the Purchase Price. Because the Company’s public float is small, the SEC may limit the number of shares the Company may register for resale under Rule 415, which could further limit the amount the Company can sell under the Purchase Agreement. The Investor may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect to its resales.

 

The descriptions above of the Purchase Agreement, the Registration Rights Agreement, the Quick Capital Warrant and the Rodman Warrants are summaries. They are qualified in their entirety by reference to the full text of those documents, which are filed as Exhibits 10.1, 10.2, 4.1 and 4.2 to this Current Report and are incorporated herein by reference.

 

This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information in Item 1.01 of this Current Report about the Commitment Shares, the Quick Capital Warrant, the pre-paid put, the Put Shares and the Rodman Warrants is incorporated herein by reference.

 

On October 22, 2026, the Company issued to the Investor 41,618 Commitment Shares and the Quick Capital Warrant to purchase 53,168 shares of Common Stock as consideration for the Investor’s commitment under the Purchase Agreement. The Company received no cash consideration for the Commitment Shares or the Quick Capital Warrant. The Company may also issue to the Investor up to $5,000,000 of Put Shares from time to time under the Purchase Agreement, and to Rodman or its designees Rodman Warrants to purchase a number of shares equal to 10.0% of the Put Shares purchased at each Closing.

 

5

 

 

The Commitment Shares, the Quick Capital Warrant, the shares issued under the pre-paid Put Notice and the shares issuable upon exercise of the Quick Capital Warrant were, and the Put Shares and the Rodman Warrants (and the shares issuable upon their exercise) will be, offered and sold in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D]. The Company relied on the Investor’s representations, including that it is an accredited investor as defined in Rule 501(a)(3) of Regulation D, that it is acquiring the securities for its own account, and that it was not solicited through any general solicitation or advertising. For the Rodman Warrants, the Company relied on Rodman’s status as a registered broker-dealer acting as placement agent [and as an accredited investor]. The resale of the Commitment Shares, the shares issuable upon exercise of the Quick Capital Warrant and the Put Shares by the Investor is to be registered under the Registration Rights Agreement.

 

Item 7.01 Regulation FD Disclosure.

 

The Company has attached as Exhibit 99.1 to this Current Report a press release titled “Elvictor Group Completes Agreement for up to US$5 Million in Opportunistic Funding to Develop AI Crew Platform” that will be published on October 27, 2026.

 

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

EXHIBIT INDEX

 

Exhibit No.   Description
4.1   Quick Capital Pre-Funded Warrant: Pre-Funded Common Stock Purchase Warrant, dated October 20, 2026, issued by Elvictor Group, Inc. to Quick Capital, LLC
4.2   Rodman Placement Agent Warrant: Form of Placement Agent Common Stock Purchase Warrant to be issued to Rodman & Renshaw LLC or its designees
10.1*   Equity Purchase Agreement, dated as of October 22, 2026, between Elvictor Group, Inc. and Quick Capital, LLC
10.2   Registration Rights Agreement, dated as of October 23, 2026, between Elvictor Group, Inc. and Quick Capital, LLC
99.1   Press release of Elvictor Group, Inc., titled “Elvictor Group Secures Agreement for up to US$5 Million in Equity Financing to Support Development of AI-Enabled Crew Platform”, to be published on October 27, 2026 (furnished pursuant to Item 7.01)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Certain schedules and exhibits have been omitted under Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or exhibit to the SEC on request.

 

[† Portions of this exhibit have been omitted under Item 601(b)(10)(iv) of Regulation S-K because they are not material and are the type the Company treats as private or confidential. The Company will furnish an unredacted copy to the SEC on request.]

 

6

 

 

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.

 

ELVICTOR GROUP, INC.  
   
Date: October 27, 2026  
   
By:    
Name:  Konstantinos Galanakis  
Title: Chief Executive Officer  

 

7

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Elvictor Group Secures Agreement for up to US$5 Million in Equity Financing to Support Development of AI-Enabled Crew Platform

 

Any proceeds under the agreement are intended to support further development of Elvictor’s AI enabled platform for crew recruitment and management, with the goal of scaling services through an asset-light model.

 

ATTIKI, Greece – October 27, 2026. Elvictor Group Inc. (OTCID: ELVG) (“Elvictor” or the “Company”), a provider of maritime crew management and recruitment services, today announced that it has entered into an agreement with a US-based investor (the “Investor”) that provides access to up to US$5 million in equity financing, subject to certain conditions.

 

Under the agreement, Elvictor may, at its sole discretion, sell shares of common stock to the Investor from time to time at a discount to the market price of the common stock, subject to minimum price, trading volume and other conditions. Sales may begin only after a registration statement covering the Investor’s resale of the shares has been filed with, and declared effective by, the U.S. Securities and Exchange Commission (the “SEC”). The Company is not obligated to sell any shares under the agreement, and there can be no assurance that it will receive the full US$5 million commitment. Additional information is included in the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2026.

 

The Company currently intends to use the net proceeds from any sales of shares under the agreement for research and development of its AI-enabled crew recruitment and management platform, technology infrastructure and personnel, and general corporate purposes. By digitizing and streamlining paper-intensive workflows, Elvictor aims to serve additional clients and seafarers through a scalable platform without a proportional increase in operating costs and personnel as the business expands. There can be no assurance that the Company will achieve this goal.

 

The platform is being designed as an AI-first crew-management network connecting seafarers, ship managers and personnel across Elvictor’s international office network. It is intended to reduce the documentation and compliance-verification burden across these groups and improve service responsiveness and transparency.

 

The Company reports that its initial minimum viable product (MVP) is operating in a limited capacity. Selected workflows are already in active internal use, with additional capabilities and integrations continuing to be developed. Management expects broader adoption of AI applications to improve operating efficiencies and reduce unit costs as the platform scales. The Company has not yet realized material cost savings from the platform, and there can be no assurance that the platform will produce the anticipated efficiencies and transparency.

 

Based on its internal research, Elvictor believes it is among the first companies in the crew recruitment and management sector to artificial intelligence central to its operating model and adopt an AI-first operating model, positioning the Company to bring greater automation, efficiency and transparency to an industry that continues to rely heavily on manual processes.

 

 

 

 

Konstantinos S. Galanakis, Chief Executive Officer of Elvictor Group, Inc., said: “This funding agreement gives us the opportunity to further develop our AI technology platform, designed specifically to bring crew recruitment and management into the 21st century. We believe applying AI to our paper-intensive industry has the potential to reduce costs and provide clients with greater efficiency and transparency. We are excited about what lies ahead as we continue developing the platform and bringing these capabilities to our clients.”

 

About Elvictor Group, Inc.

 

Elvictor Group, Inc. (OTCID: ELVG) is transforming the fragmented maritime industry through its fully digitalized crew and ship management platform, designed to enhance operational efficiency and reduce costs. With a strategic focus on AI-driven workforce solutions, M&A-driven expansion and an asset-light operating model, Elvictor aims to bring greater transparency to the shipping industry. For more information, visit https://www.elvictorgroup.com and follow us on LinkedIn.

 

Investor and Media Contact:

 

Jonathan Paterson

Harbor Access

Jonathan@harbor-access.com

Tel: +1 475 477 9401

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains 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 (collectively, the “forward-looking statements”). All statements other than statements of historical fact contained in this press release are forward-looking statements. Forward-looking statements are generally identified by use of words such as “anticipates,” “believes,” “continues,” “could,” “estimate,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” and similar expressions, although not all forward-looking statements contain these identifying words.

 

Forward-looking statements in this press release include, without limitation, statements regarding: the Company’s ability to sell shares and receive proceeds under the equity purchase agreement; the intended use of any proceeds; the development, capabilities, adoption and expected benefits of the Company’s AI-enabled platform, including anticipated operating efficiencies and cost reductions; the Company’s belief regarding its position in its sector; the ability to scale crew management operations without a proportional increase in costs or headcount; and the Company’s general expectations regarding its business strategy and operations.

 

2

 

 

These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release. Such expectations and assumptions involve known and unknown risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by such statements. Factors that could cause actual results to differ materially from those anticipated include, but are not limited to:

 

●the Company’s ability to develop and deploy its AI-enabled technology platform on the expected timeline and within anticipated cost parameters, and whether the platform performs as intended;

 

●the Company’s ability to attract and retain clients and to convert prospective client discussions into executed contracts;

 

●changes in demand for maritime crew management services and conditions in the global shipping industry;

 

●the Company’s ability to recruit, train, and retain qualified personnel, including its technical team;

 

●risks related to artificial intelligence, including reliance on third-party AI models and service providers, errors or inaccuracies in AI outputs, data privacy and cybersecurity risks, and evolving laws and regulations governing the use of AI;

 

●the Company’s ability to satisfy the conditions to selling shares under the equity purchase agreement, including the effectiveness of a resale registration statement, the price and trading volume of its common stock, and the dilution to existing stockholders from any sales;

 

●competitive pressures in the maritime services industry, including from companies developing or using comparable technologies;

 

●changes in laws and regulations applicable to maritime operations, crew management, or the Company’s business generally;

 

●general economic and geopolitical conditions and their impact on the shipping industry; and

 

●other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

 

The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statement to reflect new information, future events, or circumstances after the date of this press release, except as required by applicable securities laws.

 

3

 

Filing Exhibits & Attachments

8 documents

Keep reading