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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): September 24, 2025
HUBILU
VENTURE CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
| 000-55611 |
|
47-3342387 |
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
|
|
|
|
| 205
S. Beverly Drive, Suite 205 |
|
|
| Beverly
Hills, California |
|
90212 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
310-308-7887
(Registrant’s
Telephone Number, including Area Code)
N/A
(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 (see General Instruction A.2. below):
| ☐ |
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 |
| Common |
|
HBUV |
|
OTCIQ |
| Preferred |
|
N/A |
|
N/A |
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. ☐
Forward-Looking
Statements
This
Current Report on Form 8-K 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. Statements preceded by, followed by or that otherwise include the
words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,”
“plans,” “may increase,” “forecast” and similar expressions or future or conditional verbs such as
“will,” “should,” “would,” “may” and “could” are generally forward-looking
in nature and not historical facts. Forward-looking statements are based on management’s current expectations or beliefs about
the Company’s future, expectations and objectives. These forward-looking statements are not historical facts and are subject to
risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements
including, the general economic climate; the supply of and demand for real properties; interest rate levels; the availability of financing;
and other risks associated with the acquisition and ownership of properties, including risks that the tenants will not pay rent, or the
costs may be greater than anticipated and other risk factors that may be described from time to time in the Company’s filings with
the Securities and Exchange Commission. Readers of this release are cautioned not to place undue reliance on forward-looking statements
contained herein, which speak only as of the date stated, or if no date is stated, as of the date of this Current Report. The Company
undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed events or circumstances
after the date of this release, unless required by law.
Item
1.01 Entry into a Material Definitive Agreement.
(a)
On September 2, 2025, Hubilu Venture Corporation (“the Company”), through its subsidiary, Elata Investments, LLC, a Wyoming
Limited Liability Company (“Elata”) entered into a non-binding purchase agreement (“the Exposition Agreement”)
with Ignacio Morales and Maria E. Morales as Trustee(s) of The Morales Family Trust (“Property Sellers”) to acquire real
property located at 1460 Exposition Blvd. in Los Angeles. The acquisition for $520,000 closed on September 24, 2025.
The
foregoing description of the acquisition of the Exposition Agreement and the transaction contemplated thereby contained herein is qualified
in its entirety by reference to the Exposition Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated into this
Item 1.01 by reference.
Item
2.01 Completion of Acquisition of Assets.
(a)
On September 24, 2025, the Company, through its subsidiary, Elata Investments, LLC, closed on the acquisition of the real property located
at 1460 Exposition Blvd. in Los Angeles. The property was vacant at the time of purchase. The acquisition was for $520,000. The Elata
purchase is subject to one loan as follows: (1) $478,000 first position note owing by Elata to Center Street Lending VIII SPE, LLC (“Center
Street”), bearing interest on unpaid principal at the rate of 9.990% per annum. Interest only payable in monthly installments of
$3,896.10 or more commenced on November 1, 2025 and continue until September 17, 2026, at which time the entire principal balance together
with interest due thereon, shall become due and payable.
The
foregoing description of the acquisition of the Exposition Agreement and the transaction contemplated thereby contained herein is qualified
in its entirety by reference to the Exposition Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated into this
Item 1.01 by reference.
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.
| Dated:
September 25, 2025 |
HUBILU
VENTURE CORPORATION |
|
|
|
|
|
|
By:
|
/s/
David Behrend |
|
|
Name:
|
David
Behrend |
|
|
Title:
|
Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit Number |
|
Description |
|
|
|
|
| 10.1
|
|
Purchase Contract among Elata Investments, LLC and Ignacio Morales and Maria E. Morales as Trustee(s) of The Morales Family Trust. |
|
|
|
|
| 104
|
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
