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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): August 18, 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
1.01. Entry into a Material Definitive Agreement.
On
August 18, 2026, Stark Novus Financial Inc., a Delaware corporation (the “Company”) entered into an Omnibus Amendment to
Financing Documents (the “Omnibus Amendment”) with Foxpoint Florida, LLC, a Missouri limited liability company (“FPF
Borrower”), Foxpoint Florida II, LLC, a Missouri limited liability company (“FPFII Borrower”), Foxpoint Florida III,
LLC, a Missouri limited liability company (“FPFIII Borrower”), Foxpoint Florida IV, LLC, a Missouri limited liability company
(“FPFIV Borrower”), Foxpoint Florida V, LLC, a Missouri limited liability company (“FPFV Borrower”), 4445 W.
Vine, LLC, a Missouri limited liability company (“Vine Borrower”, and together with FPF Borrower, FPFII Borrower, FPFIII
Borrower, FPFIV Borrower, and FPFV Borrower, collectively, the “Borrowers”), James Neumann (the “Guarantor”)
and the other lender parties thereto (the Company, in its capacity as a lender, and each other such person party thereto as a lender,
collectively, the “Lenders”), pursuant to which, among other things, (i) the due date for payment of the monthly interest
installments by the Borrowers for June 1 through September 1, 2026 will be deferred to the closing date of the sale of certain billboard
and related assets located in Central Florida and owned by the Guarantor and the Borrowers (the “Orlando Sale”), (ii) a letter
of intent with respect to the Orlando Sale is required to be executed by the Guarantor on or before August 19, 2026 (which deadline the
Company orally agreed to extend to August 25,2026), (iii) the net proceeds of the Orlando Sale will be applied first to the payment in
full of all amounts owing to the Lenders, (iv) the Guarantor will pledge as additional collateral a billboard advertising asset located
in Bridgeton, Missouri, as additional security for any shortfall remaining after application of the Orlando Sale proceeds, and (v) a
billboard advertising asset located in Bakersfield, California and owned by the Guarantor will be pledged as additional collateral securing
the obligations under the Foxpoint Florida loan documents upon the occurrence of certain events of default.
The
foregoing description of the Omnibus Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Omnibus Amendment, which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2026.
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:
August 24, 2026 |
Title: |
Chief
Executive Officer |
