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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): July 15, 2026
STARK NOVUS FINANCIAL INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38821 |
|
83-2533239 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1700
Broadway, 19th Floor
New
York, New York 10019
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 202-2200
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:
| ☐ |
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
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
2.01. | Completion
of Acquisition or Disposition of Assets. |
On
July 15, 2026, Affinity Advisory Holdings Corp., a Delaware corporation (the “Buyer”) and a wholly-owned subsidiary of Stark
Novus Financial Inc. (formerly Nu Ride Inc.) (the “Company”) completed the acquisition (the “Acquisition”)
of Affinity Advisory Network, LLC and AAN Wealth Advisors, LLC (together, “Affinity”). The Membership Interest Purchase Agreement
(the “Purchase Agreement”) for the transaction was originally signed on June 2, 2026. As previously disclosed, the aggregate
consideration payable under the Purchase Agreement consisted of (a) a cash payment at closing of $6,720,000, subject to customary adjustments
for working capital, cash, indebtedness, and transaction expenses; (b) 80,000 shares of Class A common stock of the Company (the “Class
A Common Stock”); and (c) shares of the Buyer’s common stock equal to 15% of the Buyer’s issued and outstanding shares
immediately following the closing. The Sellers are also eligible to receive a contingent earnout payment of up to $1,312,000 (plus accrued
interest), payable in up to three annual installments of approximately $437,333 each following the closing, subject to meeting certain
insurance-writing thresholds.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2026.
| Item
5.03. | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
July 21, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s
Third Amended and Restated Certificate of Incorporation changing the Company’s name from “Nu Ride Inc.” to “Stark
Novus Financial Inc.”, effective immediately. The Company’s board of directors also adopted the Third Amended and
Restated Bylaws of the Company solely reflecting the name change, effective immediately. Copies of the Certificate of Amendment
and the Third Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein
by reference.
The Company’s Class A Common
Stock is expected to begin trading on the OTC under the ticker symbol “SNFI”. The CUSIP number assigned to the Company’s
common stock will not change in connection with the change of ticker symbol.
| Item
9.01 | Financial
Statements and Exhibits. |
(a)
Financial Statements of Business Acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment
to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b)
Pro Forma Financial Information. The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment
to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation |
| 3.2 |
|
Third Amended and Restated Bylaws |
| 104 |
|
Cover
Page Interactive Data File (formatted as inline XBRL) |
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.
| |
STARK
NOVUS FINANCIAL INC. |
| |
|
|
| |
By: |
/s/
Alexander Matina |
| |
Name: |
Alexander
Matina |
| Date:
July 21, 2026 |
Title: |
Chief
Executive Officer |