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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 19, 2026
ABUNDIA
GLOBAL IMPACT GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-32955 |
|
76-0675953 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1300
Post Oak Blvd., Suite 1305
Houston,
Texas 77056
(Address
of principal executive offices, including zip code)
713-322-8818
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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
Stock, par value $0.001 per share |
|
AGIG |
|
NYSE
American |
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
On
February 23, 2026, Abundia Global Impact Group, Inc., a Delaware corporation (the “Company”), closed an offering pursuant
to that certain Securities Purchase Agreement (the “Purchase Agreement”), entered into on February 19, 2026, with a certain
institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering
by the Company directly to the Investor (the “Offering”), (i) 4,134,175 shares (the “Shares”) of common stock,
par value $0.001 per share, of the Company (“Common Stock”) and (ii) pre-funded warrants (the
“Pre-Funded Warrants”) to purchase up to 1,800,543 shares of Common Stock at an exercise price equal to $0.001 per share.
The Company received gross proceeds of approximately $20.0 million before deducting the placement agent’s fees and related offering
expenses.
The
Shares and the Pre-Funded Warrants were offered by the Company pursuant to a Registration Statement on Form S-3 (File No. 333-290308),
which was filed with the Securities and Exchange Commission on September 16, 2025 and became effective by operation of law on November
3, 2025 (the “Registration Statement”), the base prospectus filed as part of the Registration Statement, and the prospectus
supplement dated February 19, 2026.
The
Purchase Agreement contains customary representations and warranties, agreements of the Company and the Investors and customary indemnification
rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions
on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 75-day period
following the closing of the Offering. Additionally, pursuant to the lock-up agreement (the “Lock-Up Agreement”) each of
the directors, executive officers and 5% holders of the Company, agreed not to sell or transfer any of the Company’s securities
which they hold, subject to certain exceptions as set forth in the Lock-Up Agreement, during the 75-day period following the date of
the Closing (as defined in the Purchase Agreement).
A
holder of Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a Pre-Funded Warrant to the extent that,
after giving effect to such exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group
together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% (or, at the holder’s
option upon issuance, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to the issuance
of shares of common stock issuable upon exercise of such warrant. The beneficial ownership limitation may be increased at the option
of the holder upon 61 days’ prior notice to the Company, provided, however, that, the beneficial ownership limitation may not exceed
19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
upon exercise of such Pre-Funded Warrant.
In
connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”)
with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners”), pursuant to which the
Company engaged Titan Partners as the placement agent (the “Placement Agent”) in connection with the Offering. The
Company agreed to pay the Placement Agent a fee in cash equal to approximately 7.0% of the gross proceeds, a non-accountable expense allowance in the amount of 0.5% of the gross
proceeds, as well as to issue
to the Placement Agent placement agent warrants to purchase up to 118,694 shares of Common Stock, with an exercise price equal to
110% of the public offering price of the shares (the “Placement Agent Warrants”). The Company also agreed to
reimburse the Placement Agent for all reasonable and documented out-of-pocket expenses, including the reasonable fees of legal
counsel not to exceed $100,000. The Placement Agency Agreement also contains representations, warranties, indemnification and other
provisions customary for transactions of this nature.
The
issuance of the Placement Agent Warrants and the shares of Common Stock underlying the Placement Agent Warrants was not registered under
the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and were issued in reliance on
the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions
not involving a public offering.
The
foregoing summaries of the Placement Agent Warrant, the Pre-Funded Warrant, the Placement Agency Agreement and the Purchase Agreement
do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 4.2, 10.1
and 10.2, respectively, to this Current Report on Form 8-K (the “Form 8-K”), which are incorporated herein by reference.
This
Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be
any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
A
copy of the opinion of Sullivan & Worcester LLP. relating to the legality of the issuance and sale of the Shares and Pre-Funded Warrants
is attached as Exhibit 5.1 hereto.
Item
3.02. Unregistered Sales of Equity Securities.
The
information under Item 1.01 of this Form 8-K related to the Placement Agent Warrants and the Placement Agent Warrant Shares is incorporated
herein by reference.
Item
8.01. Other Events
On
February 19, 2026, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the Offering.
A copy of the Pricing Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
On February 23, 2026, the Company
issued a press release (the “Closing Press Release”) announcing the closing of the Offering. A copy of the Press Release
is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Placement Agent Warrant |
| 4.2 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Sullivan & Worcester LLP. |
| 10.1* |
|
Placement Agency Agreement, dated February 19, 2026, by and between the Company and Titan Partners Group LLC. |
| 10.2* |
|
Form of Securities Purchase Agreement, dated as of February 19, 2026, by and between the Company and the purchaser thereto. |
| 23.1 |
|
Consent of Sullivan & Worcester LLP. (included in Exhibit 5.1). |
| 99.1 |
|
Pricing Press Release, dated February 19, 2026. |
| 99.2 |
|
Closing Press Release, dated February 23, 2026. |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*
Schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of
any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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.
| |
ABUNDIA
GLOBAL IMPACT GROUP, INC. |
| |
|
|
| Dated:
February 23, 2026 |
|
|
| |
By: |
/s/
Edward Gillespie |
| |
Name:
|
Edward
Gillespie |
| |
Title:
|
Chief
Executive Officer |
Exhibit 99.1
Abundia
Global Impact Group Announces Pricing of $20 Million Registered Direct Offering of Common Stock
HOUSTON,
TX — February 19, 2026 — Abundia Global Impact Group, Inc. (NYSE: AGIG) (“Abundia” or the “Company”),
a low-carbon energy solutions company focused on converting biomass and plastics waste into high-value low-carbon fuels, today announced
that it has entered into a securities purchase agreement with a new fundamental institutional investor for the purchase and sale of 5,934,718
shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering. The offering is expected to result in
gross proceeds of approximately $20 million, before deducting offering expenses. The closing of the offering is expected to occur on
or about February 23, 2026, subject to the satisfaction of customary closing conditions.
The
Company intends to use the net proceeds from this investment to complete the Front-End Engineering and Design (FEED) study, finalize
the acquisition of RPD Technologies, reduce debt, initiate construction of its innovation hub, and for working capital and general corporate
purposes.
Titan
Partners, a division of American Capital Partners, is acting as the sole placement agent for the offering.
“Today’s
financing represents an important milestone for Abundia as we advance toward commercial deployment,” said Ed Gillespie, Chief Executive
Officer of Abundia. “This transaction will meaningfully de-risks our near-term objectives and is expected to fully fund the completion
of our FEED study, the advancement of the RPD Technologies acquisition, and the accelerated development of our innovation hub. Together,
these initiatives represent critical value inflection points as we build a scalable platform for long-term growth.”
This
offering is being made in the United States pursuant to an effective shelf registration statement on Form S-3 (File No. 333-290308) previously
filed with the U.S. Securities and Exchange Commission (the “SEC”) that became effective on November 3, 2025. The offering
is made only by means of a prospectus supplement, which will be filed with the SEC and will be available on the SEC’s website located
at www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, by contacting Titan Partners Group LLC,
a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by
email at prospectus@titanpartnersgrp.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Abundia Global Impact Group, Inc.
Abundia
Global Impact Group, Inc. (NYSE: AGIG), formerly Houston American Energy Corp., is a low-carbon energy company focused on converting
waste into value. Headquartered in Houston, Texas, we are developing commercial-scale facilities that transform waste plastics and biomass
into drop-in fuels and low-carbon chemical feedstocks. Our flagship project at Cedar Port positions Abundia at the center of the Gulf
Coast’s energy and chemical infrastructure, with access to feedstock supply chains, upgrading partners, and end markets.
For
more information, please visit www.abundiaimpact.com.
Forward-Looking
Information
This
press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking
information”) 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. Forward-looking information generally is accompanied by words such as “believe,” “may,”
“will,” “could,” “intend,” “expect,” “plan,” “predict,” “potential”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking
information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that
could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in
this press release includes, but is not limited to, statements about the amount of proceeds from the offering and use of such proceeds.
Actual results may differ materially from those indicated by these forward-looking statements as a result of a variety of factors, including,
but not limited to: (i) risks and uncertainties impacting the Company’s business including, risks related to its current liquidity
position and the need to obtain additional financing to support ongoing operations, the Company’s ability to continue as a going
concern, the Company’s ability to maintain the listing of its common stock on NYSE American, the Company’s ability to predict
its rate of growth, and (ii) other risks as set forth from time to time in the Company’s filings with the U.S. Securities and Exchange
Commission.
Readers
are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are beyond the control of the Company.
With
respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company
considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive,
market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause the Company’s
actual results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing the Company’s
business is disclosed in our Annual Report on Form 10-K and other filings with the SEC on www.sec.gov.
All
forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation
to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking
information contained herein to reflect future results, events or developments, except as required by law.
Investors:
CORE
IR
IR@abundiaglobalimpactgroup.com
Exhibit
99.2
Abundia
Global Impact Group Announces Closing of $20 Million Registered Direct Offering of Common Stock
HOUSTON,
TX — February 23, 2026 — Abundia Global Impact Group, Inc. (NYSE: AGIG) (“Abundia” or the “Company”),
a low-carbon energy solutions company focused on converting biomass and plastics waste into high-value low-carbon fuels, today announced
the closing of its registered direct offering pursuant to a securities purchase agreement with a new fundamental institutional investor
for the purchase and sale of 5,934,718 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering.
The gross proceeds to the Company were approximately $20 million, before deducting offering expenses.
The
Company intends to use the net proceeds from this investment to complete the Front-End Engineering and Design (FEED) study, finalize
the acquisition of RPD Technologies, reduce debt, initiate construction of its innovation hub, and for working capital and general corporate
purposes.
Titan
Partners, a division of American Capital Partners, acted as the sole placement agent for the offering.
This
offering was made in the United States pursuant to an effective shelf registration statement on Form S-3 (File No. 333-290308) previously
filed with the U.S. Securities and Exchange Commission (the “SEC”) that became effective on November 3, 2025. The offering
was made only by means of a prospectus supplement, which was filed with the SEC and is available on the SEC’s website located at
www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, by contacting Titan Partners Group LLC,
a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by
email at prospectus@titanpartnersgrp.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Abundia Global Impact Group, Inc.
Abundia
Global Impact Group, Inc. (NYSE: AGIG), formerly Houston American Energy Corp., is a low-carbon energy company focused on converting
waste into value. Headquartered in Houston, Texas, we are developing commercial-scale facilities that transform waste plastics and biomass
into drop-in fuels and low-carbon chemical feedstocks. Our flagship project at Cedar Port positions Abundia at the center of the Gulf
Coast’s energy and chemical infrastructure, with access to feedstock supply chains, upgrading partners, and end markets.
For
more information, please visit www.abundiaimpact.com.
Forward-Looking
Information
This
press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking
information”) 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. Forward-looking information generally is accompanied by words such as “believe,” “may,”
“will,” “could,” “intend,” “expect,” “plan,” “predict,” “potential”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking
information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that
could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in
this press release includes, but is not limited to, statements about the use of proceeds from the offering. Actual results may differ
materially from those indicated by these forward-looking statements as a result of a variety of factors, including, but not limited to:
(i) risks and uncertainties impacting the Company’s business including, risks related to its current liquidity position and the
need to obtain additional financing to support ongoing operations, the Company’s ability to continue as a going concern, the Company’s
ability to maintain the listing of its common stock on NYSE American, the Company’s ability to predict its rate of growth, and
(ii) other risks as set forth from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.
Readers
are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are beyond the control of the Company.
With
respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company
considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive,
market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause the Company’s
actual results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing the Company’s
business is disclosed in our Annual Report on Form 10-K and other filings with the SEC on www.sec.gov.
All
forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation
to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking
information contained herein to reflect future results, events or developments, except as required by law.
Investors:
CORE
IR
IR@abundiaglobalimpactgroup.com
