Okmin Resources (OKMN) swaps convertible debt for shares and raises $30K

Rhea-AI Filing Summary

Okmin Resources Inc. reported two September 2025 equity transactions. The company reached an agreement with the holder of its convertible debt to convert all outstanding principal and interest into common shares at a price of $0.03 per share. As of June 30, 2025, the remaining principal on the note was $131,135 and unpaid interest was $63,956, and on September 19, 2025 the company issued 6,503,024 common shares to fully settle the note. In addition, in September 2025 Okmin sold 1,000,000 common shares in a private placement at $0.03 per share, raising $30,000 for working capital and general corporate purposes. The company states that these securities were issued to accredited investors in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.

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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

FAQ

What capital structure changes did OKMN report in this 8-K?

Okmin Resources Inc. disclosed that it converted all outstanding principal and interest on a convertible note into common shares at $0.03 per share, issuing 6,503,024 common shares on September 19, 2025, and separately sold 1,000,000 common shares in a private placement.

How much convertible debt did OKMN eliminate through share issuance?

As of June 30, 2025, the convertible debt had remaining principal of $131,135 and unpaid interest of $63,956, which the company reports were fully settled by issuing 6,503,024 common shares at $0.03 per share.

How much cash did Okmin Resources Inc. (OKMN) raise in the private placement?

In September 2025, Okmin Resources Inc. sold 1,000,000 common shares at $0.03 per share in a private placement, generating $30,000 in proceeds.

What does OKMN plan to use the private placement proceeds for?

The company states that the $30,000 raised from the sale of 1,000,000 common shares in September 2025 will be used for working capital and general corporate purposes.

Were the new OKMN shares registered with the SEC?

Okmin Resources Inc. states that it is claiming exemptions from SEC registration for these share issuances under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, and that the investors are accredited investors as defined in Rule 501.

What type of investors participated in OKMN’s recent securities issuances?

The company describes the investors in these securities as accredited investors, as defined in Rule 501 of Regulation D under the Securities Act.