false
0002019793
0002019793
2026-09-14
2026-09-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 14, 2026
XCF
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42687 |
|
33-4582264 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification
No.) |
| 3040 Post
Oak Blvd. |
|
|
| Floor 18 Suite 164 |
|
|
| Houston, Texas |
|
77056 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(346)
630-4724
(Registrant’s
telephone number, including area code)
(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 |
| Class A Common Stock |
|
SAFX |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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 |
At
the Market Sales Agreement
On
September 14, 2026, XCF Global, Inc., a Delaware corporation (the “Company”), entered into a sales agreement
(the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”) and H.C. Wainwright & Co.,
LLC (“HCW” and together with Roth, the “Agents”), under which the Company may offer and sell shares
of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), having an aggregate market
value of up to $100,000,000 from time to time through the Agents (the “Offering”).
Sales
of Common Stock under the Sales Agreement, if any, will be made in “at the market offerings” as defined in Rule 415 under
the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly
on or through The Nasdaq Capital Market or on any other existing trading market for the Common Stock, or to or through a market maker
or any other method permitted by law, including negotiated transactions and block trades. The Agents are not required to sell any specific
number or dollar amount of shares of Common Stock but will use their commercially reasonable efforts consistent with their normal trading
and sales practices, on mutually agreed terms between the Agents and the Company. Under the Sales Agreement, only one Agent may be designated
by the Company to effect offers, solicitations and sales on any single given date.
The
Company will pay the Agents a commission at a rate of up to 3.0% of the gross sales proceeds from sales of Common Stock under the Sales
Agreement. The Company has also agreed to reimburse the Agents for the fees and expenses of counsel to the Agents collectively, in an
amount up to $75,000 in connection with the execution of the Sales Agreement, and up to $7,500 per calendar quarter thereafter. The
Sales Agreement contains customary representations and warranties of the Company and indemnification and contribution provisions pursuant
to which the Company has agreed to indemnify the Agents against certain specified liabilities, including liabilities under the Securities
Act. The Company intends to use the net proceeds from sales of Common Stock under the Sales Agreement, if any, for working capital and
general corporate purposes.
The
Company may terminate the Sales Agreement upon five days’ written notice. Roth may also terminate the Sales Agreement at any time upon
five days’ written notice to the Company, or immediately in certain circumstances, including the occurrence of a material adverse effect
or certain market disruptions.
Offers
and sales of shares of Common Stock by the Company, if any, under the Sales Agreement will be made pursuant to a prospectus supplement,
dated September 14, 2026, and an accompanying base prospectus, which together form a part of the Company’s shelf registration
statement on Form S-3, filed by the Company with the U.S. Securities and Exchange Commission on September 14, 2026.
The
foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
A
copy of the opinion of Shumaker, Loop & Kendrick, LLP relating to the validity of the shares of Common Stock that may be sold pursuant
to the Sales Agreement is incorporated by reference herewith as Exhibit 5.1.
| Item 9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 1.1 |
|
Sales Agreement, dated September 14, 2026, by and between XCF Global, Inc., Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Registration Statement on Form S-3, filed with the SEC on September 14, 2026) |
| 5.1 |
|
Opinion of Shumaker, Loop & Kendrick, LLP (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-3, filed with the SEC on September 14, 2026) |
| 23.1 |
|
Consent of Shumaker, Loop & Kendrick, LLP (contained in Exhibit 5.1) (incorporated by reference to Exhibit 23.1 to the Registration Statement on Form S-3, filed with the SEC on September 14, 2026) |
| 104 |
|
Cover
page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURE
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.
| Dated:
September 15, 2026 |
|
| |
XCF GLOBAL, INC. |
| |
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher Cooper |
| |
Title: |
Chief Executive Officer |
