Okmin Resources (OKMN) ends BevPoint merger and completes $54K private placement

Rhea-AI Filing Summary

Okmin Resources Inc. has terminated its previously announced Agreement and Plan of Merger and Reorganization with BevPoint Capital LP after required closing conditions were not satisfied within the agreed timeframe, so the planned transaction will not proceed.

The company is also reshaping its capital and advisory base. It appointed capital markets strategist Andrew Glashow as a corporate advisor and issued 1,000,000 common shares at a deemed price of $0.05 per share to him as consideration. In addition, Okmin completed a small private placement, issuing 1,800,000 shares at $0.03 per share for $54,000 in gross proceeds, which will be used for general working capital.

Insights

Capital markets and M&A analyst

Merger with BevPoint is cancelled while Okmin raises modest capital and adds an advisor.

The termination of the merger with BevPoint Capital LP removes a previously planned strategic transaction, but the excerpt does not quantify its expected scale or benefits. Without deal size, synergies, or pro forma figures, it is difficult to judge the impact on Okmin’s long‑term strategy.

On the capital side, Okmin completed a small private placement of $54,000 by issuing 1,800,000 shares at $0.03. It also granted 1,000,000 shares at a deemed $0.05 to advisor Andrew Glashow, who has experience with financings, reverse mergers, and uplistings. These moves modestly strengthen liquidity and advisory resources but also increase the share count.

8-K Event Classification

3 items: 1.02, 8.01, 9.01

3 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger agreement date: January 29, 2026 Advisor share grant: 1,000,000 shares Advisor deemed price: $0.05 per share +3 more

6 metrics

Merger agreement date January 29, 2026 Agreement and Plan of Merger and Reorganization with BevPoint

Advisor share grant 1,000,000 shares Common stock issued to Andrew Glashow

Advisor deemed price $0.05 per share Deemed price for shares issued to advisor

Private placement shares 1,800,000 shares Shares sold in March 13 private placement

Private placement price $0.03 per share Sale price in private placement

Private placement proceeds $54,000 Gross proceeds for general working capital

Key Terms

Agreement and Plan of Merger and Reorganization, material definitive agreement, private placement, emerging growth company, +1 more

5 terms

Agreement and Plan of Merger and Reorganization financial

"entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with BevPoint"

material definitive agreement regulatory

"Item 1.02 Termination of a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

private placement financial

"The Company completed a private placement for some interim working capital"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

reverse mergers financial

"including reverse mergers, structured debt financings, and equity raises"

Understanding 8-K Material Events →

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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): April 10, 2026

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 1.02 Termination of a Material Definitive Agreement

On January 29, 2026, Okmin Resources, Inc. (the “Company”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with BevPoint Capital LP (“BevPoint”).

As previously disclosed, the completion of the transactions contemplated by the Merger Agreement was subject to the satisfaction of certain closing conditions. These closing conditions were not satisfied within the required timeframe. Therefore, the Company has determined it will not proceed with the transaction, and the Merger Agreement has been terminated in accordance with its terms.

Item 8.01 Other Events 

Appointment of Advisor

The Company has brought Mr. Andrew Glashow onto its team as a corporate advisor.

Andrew Glashow is a capital markets strategist and dealmaker with deep experience advising public and emerging growth companies on financings, M&A, and market positioning. He has been directly involved in structuring transactions from $1 million to $50 million, including reverse mergers, structured debt financings, and equity raises. Mr. Glashow works closely with management teams and boards to unlock shareholder value, improve capital access, and position companies for uplisting and strategic exits. He currently serves as a board member of Signature Apps and LEEF Brands Inc., and as an advisor to iDoc Telehealth.

The Company has issued 1,000,000 shares of its common stock to Mr. Glashow at a deemed price of $0.05 per share in connection with his engagement. 

Completion of Private Placement

On March 13, The Company completed a private placement for some interim working capital, issuing 1,800,000 shares at $0.03 per share for gross proceeds of $54,000. The Company will use the proceeds for general working capital.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 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: April 14, 2026	By:	/s/ Jonathan Herzog
		Jonathan Herzog
		Chief Executive Officer

FAQ

Why did Okmin Resources (OKMN) terminate its merger with BevPoint Capital LP?

Okmin Resources ended its merger agreement with BevPoint because required closing conditions were not satisfied within the agreed timeframe. As a result, the company determined it would not proceed and terminated the Agreement and Plan of Merger and Reorganization in accordance with its terms.

Who is the new corporate advisor appointed by Okmin Resources (OKMN)?

Okmin Resources appointed Andrew Glashow as a corporate advisor. He is a capital markets strategist with experience in financings, M&A, reverse mergers, structured debt financings, and equity raises for public and emerging growth companies, and currently holds roles with Signature Apps, LEEF Brands Inc., and iDoc Telehealth.

How many shares did Okmin Resources (OKMN) issue to its new advisor?

The company issued 1,000,000 common shares to advisor Andrew Glashow at a deemed price of $0.05 per share. This share grant compensates him for his engagement as a corporate advisor focused on capital markets and strategic transactions.

What are the terms of Okmin Resources (OKMN)’s recent private placement?

Okmin Resources completed a private placement by issuing 1,800,000 shares at $0.03 per share, generating gross proceeds of $54,000. The company states it will use these funds for general working capital, supporting interim operational and corporate needs.

How much capital did Okmin Resources (OKMN) raise in the latest transaction?

The company raised $54,000 in gross proceeds by selling 1,800,000 shares at $0.03 each in a private placement. Okmin plans to apply this relatively small capital raise toward general working capital requirements rather than a specific project or acquisition.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.3 KB