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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):
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”); |
| ● | 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.
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.
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.
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.
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.] |
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 |
|
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.
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.