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2025-09-17
2025-09-17
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
17, 2025
Commission File Number: 000-56381
| OKMIN RESOURCES INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
85-4401166 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
16501 Ventura Boulevard, Suite 400, Encino, CA 91436
(Address of principal executive offices)(Zip
Code)
(818) 201-3727
(Registrant's telephone number, including area
code)
Not Applicable
(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:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| None |
N/A |
N/A |
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 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 8.01. Other Events
The Company reached an agreement with the holder
of the Company’s convertible debt to convert all the outstanding principal and interest into common shares of the Company at a price
of $0.03 per share. As of June 30, 2025, the remaining principal was $131,135 and unpaid interest was $63,956. On September 19, 2025,
the Company issued 6,503,024 common shares to the noteholder to settle the note in full.
In September 2025, the Company sold 1,000,000
common shares in a private placement at a price of $0.03 per share for proceeds of $30,000. These funds will be used for working capital
and general corporate purposes.
The Company claims an exemption from the registration
requirements of the Securities Act for the issuances of the above securities pursuant to Section 4(a)(2) of the Securities Act and/or
Rule 506 of Regulation D promulgated under the Securities Act. The investors in these securities are accredited investors as defined in
Rule 501 of Regulation D promulgated under the Securities Act.
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.
| |
Okmin Resources Inc. |
| |
|
|
| Dated: September 22, 2025 |
By: |
/s/ Jonathan Herzog |
| |
|
Jonathan Herzog |
| |
|
Chief Executive Officer |
