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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
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 15, 2025
General Enterprise Ventures, Inc. |
(Exact name of registrant as specified in its charter) |
Wyoming | | 000-56567 | | 87-2765150 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1740H Del Range Blvd, Suite 166
Cheyenne, WY 82009
(Address of principal executive offices) (zip code)
800-401-4535
(Registrant’s telephone number, including area code)
______________________________________________
(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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K previously filed by General Enterprise Ventures, Inc. (the “Company”) with the Securities and Exchange Commission on October 21, 2025 (the “Original Report”). The Company is filing this Amendment to (i) amend and restate Item 1.01 of the Original Report to reflect that the exercise price of the Placement Agent Warrants is equal to 120% of the price per share of Common Stock issuable upon conversion of the Series C Preferred Stock sold in the PIPE Offering; and (ii) replace Exhibits 4.1, 10.2 and 10.3 in the Original Report with Exhibits 4.1, 10.2 and 10.3 attached to this Amendment. Exhibit 4.1 corrects a typographical error by amending the PIPE Warrant exercise price to $6.00 and Exhibit 10.3 corrects a typographical error by amending the Placement Agent Warrant exercise price to $5.40. Exhibit 10.2 amends Section 1(b) of the Placement Agent Agreement to reflect that the exercise price of the Placement Agent Warrants is equal to 120% of the price per share of Common Stock issuable upon conversion of the Series C Preferred Stock sold in the PIPE Offering. Except as expressly set forth herein, this Amendment does not amend the Original Report in any way. This Amendment supplements, and should be read in conjunction with, the Original Report.
Item 1.01 Entry into a Material Definitive Agreement.
On October 21, 2025, General Enterprise Ventures, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with certain investors (the “Investors”) for the issuance and sale (the “PIPE Offering”) of (i) 193,967 shares of its Series C Convertible Preferred Stock par value $0.0001 per share for an aggregate purchase price of $2,909,515 (the “Series C Preferred Stock”), each convertible into 3.3333 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) warrants (the “PIPE Warrants”) to purchase up to 323,276 shares of Common Stock at an offering price of $15.00 per share of Series C Preferred Stock and accompanying PIPE Warrant. The PIPE Warrants are exercisable immediately upon issuance at an exercise price of $6.00 per share, subject to customary adjustments for stock splits, reorganizations and such similar events, and will expire five years from the date of issuance. The 193,967 shares of Series C Preferred Stock are referred to herein as the “Preferred Stock Shares”. The Securities Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. There is no trading market available for the Preferred Stock Shares or the PIPE Warrants on any securities exchange or nationally recognized trading system. The Company does not intend to list the Preferred Stock Shares or PIPE Warrants on any securities exchange or nationally recognized trading system.
Univest Securities, LLC acted as placement agent (the “Placement Agent”) in connection with the PIPE Offering, pursuant to that certain Placement Agency Agreement, dated as of September 30, 2025, between the Company and the Placement Agent (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Company (i) paid the Placement Agent a cash fee equal to 8% of the gross proceeds from the PIPE Offering, and (ii) issued the Placement Agent, or its designees, warrants to purchase up to a number of shares of Common Stock (the “Placement Agent Warrants”) equal to 5% of the total number of shares of Common Stock issuable upon conversion of the Preferred Stock Shares and exercise of the PIPE Warrants sold in the PIPE Offering. The Placement Agent Warrants have substantially the same terms as the PIPE Warrants except that the exercise price per share of Common Stock is equal to 120% of the price per share of Common Stock issuable upon conversion of the Series C Preferred Stock sold in the PIPE Offering, or $5.40 per share.
The securities being offered and sold by the Company in the PIPE Offering and the Placement Agent Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors.
The foregoing descriptions of the Securities Purchase Agreements, PIPE Warrants, Placement Agent Agreement and the Placement Agent Warrant do not purport to be a complete description of such documents and are qualified in their entirety by reference to the full text of each document, copies of which are filed herewith as Exhibits 4.1, 10.1, 10.2 and 10.3, respectively, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibit No. | | Description |
4.1 | | Form of PIPE Warrant |
10.1 | | Form of Securities Purchase Agreement |
10.2 | | Placement Agent Agreement |
10.3 | | Form of Placement Agent Warrant |
104 | | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding, the formation of the Corporation, the expected benefits from the Corporation, and the investments related to the Corporation. You can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Current Report on Form 8-K are based upon information available to us as of the date of this Current Report on Form 8-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
SIGNATURES
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.
| General Enterprise Ventures, Inc. | |
| | | |
Date: November 5, 2025 | By: | /s/ Wesley J. Bolsen | |
| | Chief Executive Officer | |
