General Enterprise Ventures Inc SEC Filings

General Enterprise Ventures (GEVI) filed an amended Form 8-K to correct and clarify terms of its October 21, 2025 PIPE financing and related exhibits. The company sold 193,967 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $2,909,515, each convertible into 3.3333 shares of common stock, and issued PIPE Warrants to purchase up to 323,276 common shares. The PIPE Warrants are exercisable immediately at an exercise price of $6.00 per share and expire five years from issuance.

The amendment restates that Placement Agent Warrants have an exercise price equal to 120% of the price per share of common stock issuable upon conversion of the Series C, set at $5.40 per share, and replaces exhibits to correct typographical errors. Univest Securities, LLC received a cash fee equal to 8% of gross proceeds and Placement Agent Warrants equal to 5% of the total common shares underlying the converted preferred and PIPE Warrants. The securities were offered only to accredited investors and were not registered under the Securities Act.

General Enterprise Ventures (GEVI) filed an amended Form 8-K to correct and clarify terms of a September 30, 2025 PIPE financing and related warrants. The company sold 420,937 shares of Series C Convertible Preferred for an aggregate purchase price of $6,314,062, each preferred share convertible into 3.3333 shares of common stock. Investors also received PIPE Warrants to purchase up to 701,563 common shares, exercisable immediately at $6.00 per share and expiring five years from issuance.

The amendment states that Placement Agent Warrants carry an exercise price equal to 120% of the price per common share issuable upon conversion of the Series C, or $5.40 per share, and replaces Exhibits 4.1, 10.2 and 10.3 to correct typographical errors. Univest Securities received a cash fee of 8% of gross proceeds, 1% for expenses, $350,000 for legal fees, and warrants equal to 5% of the total shares issuable upon conversion and exercise. The securities were offered to accredited investors and were not registered under the Securities Act.

General Enterprise Ventures (GEVI): Theodore Ralston filed Amendment No. 1 to Schedule 13D reporting beneficial ownership of 17,679,738 Common Shares, representing 26.57% of the class. The stake includes 2,811,133 Common Shares, plus 13,266,680 shares issuable upon conversion of 663,334 Series C Convertible Preferred Shares, and 1,601,925 shares issuable upon conversion of a Convertible Note.

The ownership percentage was calculated using 66,550,981 Common Shares outstanding as of June 30, 2025, together with the shares issuable upon the reporting person’s conversions. On September 30, 2025, Ralston agreed to purchase 13,334 additional Series C Convertible Preferred Shares for $200,010 in an unregistered sale. He states he acquired securities for investment and may adjust his holdings over time, with no current plans for corporate transactions listed in Item 4.

General Enterprise Ventures (GEVI): Form 4 insider purchase

Company officer Nanuk Warman (CFO/Secretary) reported buying 3,339 shares of Series C Convertible Preferred Stock on 10/21/2025 for an aggregate $50,080 ($15 per share). Each Series C share is convertible into 3.3333 shares of common stock, representing 11,130 underlying common shares tied to this purchase.

In addition, a warrant was acquired for 5,564 shares of common stock at an exercise price of $6 per share, exercisable any time before 10/21/2030. Holdings are reported indirectly via Nanuk Warman CPA Inc.

General Enterprise Ventures, Inc. entered into Securities Purchase Agreements for a PIPE financing. The company agreed to sell 193,967 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $2,909,515, each preferred share convertible into 3.3333 shares of common stock. Investors also received warrants to purchase up to 323,276 common shares, exercisable immediately at an exercise price of $6.00 per share. The combined price was $15.00 per preferred share and accompanying warrant. The securities were sold to accredited investors under Section 4(a)(2) and are not listed for trading.

Univest Securities, LLC served as placement agent, receiving a cash fee of 8% of gross proceeds and placement agent warrants equal to 5% of the total common shares issuable upon conversion and exercise, with an exercise price of $5.40 per share. The company also appointed Lorenzo Calinawan and Craig Huff to its Board, effective October 15, 2025.

General Enterprise Ventures (GEVI) filed a Form 3 reporting Craig A. Huff’s initial beneficial ownership as of 03/17/2025. He directly holds 1,815,155 shares of Series A Preferred Stock and 1,500,000 shares of Common Stock. Derivative positions include Series C Convertible Preferred Stock convertible into 13,000,000 shares of Common Stock, a Convertible Note convertible into 5,500,000 shares of Common Stock at $0.4 per share expiring 02/28/2026, and a Warrant for 2,500,000 shares at $0.5 expiring 02/28/2030.

General Enterprise Ventures (GEVI) — insider Form 4 activity: A reporting person identified as a 10% owner reported multiple transactions. On 09/03/2025, 650,000 shares of Series C Convertible Preferred Stock were converted into 2,166,667 shares of Common Stock, bringing Common Stock beneficial ownership to 2,416,667 shares (direct). On 09/30/2025, the holder purchased 26,667 Series C shares for $400,000 at $15.00 per share and received a warrant to purchase 44,445 Common Stock at an exercise price of $6 per share, expiring 09/30/2030. The Series C is convertible into 3.3333 Common shares per preferred share and has no expiration. An adjustment on 06/30/2025 added 69,007 Series C to offset dilution. Figures reflect GEVI’s 1‑for‑6 reverse split effective 08/28/2025.

Stephen Conboy filed an initial Form 3 reporting beneficial ownership in General Enterprise Ventures, Inc. (GEVI) following an event on 08/11/2025. The filing shows Conboy at a Carlsbad, CA address and identifies him as both a Director and the company’s Chief Technology Officer. He reports 3,900,000 shares of Common Stock (par value $0.0001) held directly. The form is signed on 09/23/2025. No derivative securities or indirect ownership are disclosed and there are no amendments or additional remarks included in the filing.