Okmin Resources (OKMN) cedes control to BevPoint in brewery merger

Rhea-AI Filing Summary

Okmin Resources Inc. agreed to a merger and reorganization with BevPoint Capital LP, which owns and operates American Icon Brewery. BevPoint’s equity holders will receive 220,000,000 shares of Okmin common stock, representing about 55.6% of post-closing outstanding shares, giving them majority control.

The deal includes earnouts of up to 300,000,000 additional shares tied to revenue and EBITDA milestones, plus convertible promissory notes of $280,000 and $250,000 that are convertible at $0.04 per share. Existing executive Jonathan Herzog will convert preferred stock into 50,000,000 common shares and receive 2,000,000 shares for accrued salary.

Chris Sellers will become CEO and, along with John F. Giarrante, join the board while most current officers and directors resign. Closing is subject to shareholder approval, BevPoint contributing $730,000 in cash, BevPoint agreeing to purchase 20,000,000 Okmin shares from affiliates, and other customary conditions, with an outside date of March 31, 2026.

Insights

M&A and Capital Structure Analyst

Okmin plans a reverse-style merger that shifts control to BevPoint holders and layers in large share-based earnouts.

The agreement effectively transforms Okmin Resources by issuing 220,000,000 new common shares, giving BevPoint holders about 55.6% of post-closing stock. Additional earnouts of 300,000,000 shares are tied to revenue and EBITDA milestones, so total potential dilution is substantial if targets are met.

Financing elements include two convertible promissory notes totaling $530,000 at a $0.04 conversion price, plus 2,000,000 shares to settle accrued salary for Jonathan Herzog. Herzog will also convert 5,000,000 preferred shares into 50,000,000 common shares, reshaping the capital stack and potentially simplifying future governance and reporting.

Control shifts as Chris Sellers becomes CEO and director and John F. Giarrante joins the board, while most current leadership resigns and Herzog remains non-executive chair at $5,000 per month for 24 months. The deal is contingent on BevPoint providing $730,000 in cash, BevPoint agreeing to buy 20,000,000 Okmin shares from affiliates, stockholder approval, and no material adverse changes, with an outside closing date of March 31, 2026.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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): January 29, 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 1.01. Entry into a Material Definitive Agreement

On January 29, 2026, Okmin Resources, Inc., a Nevada corporation ("Okmin" or the "Company"), entered into an Agreement and Plan of Merger and Reorganization with BPCAP Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Okmin ("Merger Sub"), and BevPoint Capital LP, a Florida limited partnership ("BevPoint").

Under the Agreement, Merger Sub will merge with and into BevPoint, with Merger Sub continuing as the surviving entity (to be renamed BEVPT Operations Inc.). BevPoint is the owner and operator of AIB RESTAURANT HOLDINGS, LLC d/b/a American Icon Brewery and intends to acquire similar businesses. American Icon Brewery is a brewpub and brewery, distributing more than a dozen craft beers.

Merger Consideration

At the effective time of the merger, all interests in BevPoint will be converted into the right to receive an aggregate of 220,000,000 shares of Okmin common stock, par value $0.0001 per share, representing approximately 55.6% of the post-closing outstanding shares (excluding the earnout shares and shares issuable upon conversion of a to be issued convertible note, described below).

Earnout Provisions

Upon Okmin or the Surviving Entity reaching certain milestones, the holders of Company Interests shall be entitled to distributions of Okmin Common Stock as follows, with revenue and EBITDA calculated on a consolidated basis in accordance with GAAP:

• 75,000,000 shares upon reaching $10 million revenue
• 75,000,000 shares upon reaching $1 million EBITDA
• 75,000,000 shares upon reaching $20 million revenue
• 75,000,000 shares upon reaching $2 million EBITDA

All share amounts will be adjusted proportionately for any stock splits, stock dividends, recapitalizations, or similar events, and the determination of milestone achievement shall be made by Okmin's independent auditors.

Convertible Promissory Notes

Okmin shall issue a convertible Promissory Note with a 3-year term in the original principal amount of $280,000 in favor of Chris Sellers with a conversion price of $0.04 per share.

Jonathan Herzog will receive a Convertible Promissory Note with a 3-year term in the principal amount of $250,000 with a 3-year term, bearing interest at 2% per annum, and a conversion price of $0.04 per share of Okmin Common Stock, plus two million (2,000,000) shares of Okmin Common Stock in exchange for accrued and unpaid salary.

Management and Board Changes

Chris Sellers will be appointed as CEO of Okmin and Chris Sellers and John F. Giarrante will be appointed as directors, with current officers and directors tendering their resignations except Jonathan Herzog who will remain as a director. Mr. Sellers' and Mr. Giarrante’s appointment and compensation arrangements will be disclosed in a subsequent Form 8-K filing under Item 5.02.

Jonathan Herzog shall remain as director and non-executive chairman of Okmin's Board of Directors with compensation of $5,000 per month for a period of 24 months, subject to his continued service and compliance with applicable director duties.

Other Material Provisions

Jonathan Herzog shall convert five million (5,000,000) shares of preferred stock into fifty million (50,000,000) shares of Okmin Common Stock, with a $50,000 conversion price to be offset as a book entry against existing accrued compensation.

As a condition to closing, BevPoint must have $730,000 in immediately available cash in bank accounts, contributed by way of a bona fide equity infusion, free from any encumbrance or restriction.

BevPoint shall enter into an agreement to purchase 20,000,000 shares of Okmin Common Stock from certain affiliates of Okmin simultaneously with the merger. Such purchase shall be documented in a separate stock purchase agreement

Closing Conditions and Timing

The closing shall take place at a time mutually agreeable to the parties, but in no event later than March 31, 2026 (the "Outside Date"), unless extended by mutual written agreement of the parties.

The transaction remains subject to various approvals and conditions, including without limitation: (i) approval by the Company's stockholders; (ii) compliance with applicable securities laws, including any required filings or approvals; (iii) satisfaction of the minimum cash condition; (iv) accuracy of representations and warranties; (v) absence of material adverse changes; and (vi) other customary closing conditions as set forth in the Agreement. There can be no assurance that such Closing Conditions will be satisfied or that the transaction will be completed on the terms described, or at all. The foregoing summary of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated due to various factors, including the possibility that the proposed transaction may not close, general business conditions, and other risks discussed in the Company’s filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	Agreement and Plan of Merger between Okmin Resources and BevPoint Capital LP
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: February 4, 2026	By:	/s/ Jonathan Herzog
		Jonathan Herzog
		Chief Executive Officer

FAQ

What transaction did Okmin Resources (OKMN) announce with BevPoint Capital?

Okmin Resources agreed to merge its wholly owned Merger Sub with BevPoint Capital. BevPoint’s owners will receive 220,000,000 Okmin common shares, giving them about 55.6% of post-closing stock, and Okmin will effectively combine with BevPoint’s American Icon Brewery operations.

How many Okmin (OKMN) shares will BevPoint holders receive and what ownership stake is expected?

BevPoint holders will receive 220,000,000 Okmin common shares at closing. This stake represents approximately 55.6% of Okmin’s post-closing outstanding shares, excluding potential earnout shares and shares issuable upon conversion of the new convertible notes.

What earnout milestones are included in the Okmin (OKMN) and BevPoint merger?

Earnouts provide four potential grants of 75,000,000 Okmin shares each: upon reaching $10 million revenue, $1 million EBITDA, $20 million revenue, and $2 million EBITDA. Revenue and EBITDA are calculated on a consolidated GAAP basis and verified by Okmin’s independent auditors.

What new convertible notes and share issuances are involved in the Okmin (OKMN) deal?

Okmin will issue a $280,000 convertible note to Chris Sellers and a $250,000 convertible note to Jonathan Herzog, both with three-year terms and a $0.04 per-share conversion price. Herzog also receives 2,000,000 shares for accrued salary and converts preferred stock into 50,000,000 common shares.

How will management and the board of Okmin Resources (OKMN) change after the BevPoint merger?

Chris Sellers will become CEO and a director, and John F. Giarrante will join the board. Existing officers and directors will resign except Jonathan Herzog, who stays as non-executive chairman with $5,000 monthly compensation for 24 months, subject to continued service.

What key closing conditions apply to the Okmin (OKMN) and BevPoint transaction?

Closing requires Okmin stockholder approval, compliance with securities laws, BevPoint having $730,000 in immediately available cash, BevPoint agreeing to purchase 20,000,000 Okmin shares from affiliates, accurate representations, no material adverse changes, and other customary conditions before the March 31, 2026 outside date.