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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: February
2, 2026
| GenFlat Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
000-56214 |
|
84-3639946 |
|
(State or other jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 1983 N Berra Blvd, Tooele, Utah |
|
84074 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code:
615-856-5542
______________________________
(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 exchange on which registered |
| |
|
|
Indicate by check mark whether the registrant is an
emerging growth company as defined in 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 checkmark
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.
Underwriting Agreement
On February 2, 2026, GenFlat
Holdings, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Craig-Hallum Capital Group LLC, in its capacity
as underwriter (the “Underwriter”), relating to the Company’s public
offering (the “Offering”) of shares of common stock, par value $0.001 per
share (the “Common Stock”) pursuant to the Company’s registration statement
on Form S-1 (File No. 333-291718) (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant
to the Underwriting Agreement, the Company agreed to sell 2,333,333 shares of Common Stock at a public offering price of $3.00 per share
(the “Offering Price”).
The Company has also agreed
to issue the Underwriter a warrant to purchase 116,666 shares of the Company’s common stock at an exercise price of $3.45, which
is 115% of the initial public offering price. The Underwriter’s warrant may be exercised in whole or in part, commencing on a date
which is six months from February 4, 2026, until February 4, 2031 (the “Representative Warrant”).
The Underwriting Agreement
includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act, or contribute to payments the underwriters may be required
to make because of any of those liabilities. In exchange for the underwriters’ services, the Company agreed to sell the Shares to
the underwriters at a purchase price of $2.823 per Share.
The Company’s officers
and directors and their affiliates have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber,
grant any option for the sale of or otherwise dispose of any shares of our Common Stock or other securities convertible into or exercisable
or exchangeable for shares of our Common Stock until May 4, 2026 without the prior written consent of the Underwriter.
The Offering closed on February
4, 2026, and the Company sold 2,333,333 shares of Common Stock to the underwriters for total gross proceeds of approximately $7.0 million.
After deducting the underwriting commissions, discounts, and offering expenses, the Company received net proceeds of approximately $6.46
million.
The foregoing summaries
of the Underwriting Agreement and the Representative’s Warrant are qualified in their entirety by reference to the full text of
the Underwriting Agreement and Representative’s Warrant, copies of which are attached as Exhibit 1.1 and Exhibit 10.1,
respectively, to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On February 2, 2026, and
February 4, 2026, the Company issued press releases announcing the pricing of the Offering and the closing of the Offering,
respectively. Copies of the press releases are furnished as Exhibits 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
The information disclosed
under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished for informational purposes only 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 deemed to be incorporated by reference in any filing under the
Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 1.1* |
|
Underwriting Agreement, dated February 4, 2026, between the Company and Craig-Hallum Capital Group LLC, in its capacity as underwriter |
| 10.1* |
|
Warrant Agreement, dated February 4, 2026, between the Company and Craig-Hallum Capital Group LLC |
| 99.1* |
|
Press release dated February 2, 2026 |
| 99.2* |
|
Press release dated February 4, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed Herewith
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.
| |
GENFLAT HOLDINGS, INC. |
|
| |
|
|
|
| Dated: February 4, 2026 |
By: |
/s/ Drew D. Hall |
|
| |
Name: |
Drew D. Hall |
|
| |
Title: |
Chief Executive Officer |
|
