XCF Global raises $600K in private share sale

XCF Global, Inc. entered into securities purchase agreements with accredited investors to sell 4,000,000 Class A common shares at $0.15 per share for aggregate gross proceeds of about $600,000.

Rhea-AI Filing Summary

XCF Global, Inc. entered into securities purchase agreements with accredited investors to sell 4,000,000 Class A common shares at $0.15 per share for aggregate gross proceeds of about $600,000. The shares are being issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.

H.C. Wainwright & Co. and Roth Capital Partners are serving as co-placement agents. As compensation, the company will issue 233,333 common shares and warrants to buy additional common stock equal to 3% of the shares sold, with a five-year term and a $0.21 exercise price. An existing stockholder is purchasing 666,666 shares for $100,000, and the agents did not solicit this investor.

Insights

Capital markets analyst

XCF Global raises modest equity privately, with added warrant overhang.

XCF Global is raising $600,000 through a private sale of 4,000,000 Class A common shares at $0.15. The transaction relies on Regulation D exemptions, so the new shares are not initially registered for public resale.

Placement agent compensation includes 233,333 shares plus warrants for 3% of the shares sold, exercisable at $0.21 for five years. This introduces additional potential equity overhang beyond the 4,000,000 primary shares and the 666,666 shares purchased by an existing stockholder.

Overall, the deal provides new capital but also increases the share count and embeds long-dated warrants. Actual impact for investors will depend on the company’s future use of proceeds and any subsequent registration or resale activity disclosed in later filings.

8-K Event Classification

3 items: 1.01, 3.02, 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Private placement shares: 4,000,000 shares Placement price: $0.15 per share Gross proceeds: $600,000 +4 more

7 metrics

Private placement shares 4,000,000 shares Class A common stock sold in private placement

Placement price $0.15 per share Purchase price for private placement shares

Gross proceeds $600,000 Aggregate gross proceeds from private placement

Agent share compensation 233,333 shares Common shares issued to placement agents as fee

Agent warrants coverage 3% of shares sold Warrants equal to 3% of 4,000,000 shares

Warrant exercise price $0.21 per share Exercise price of placement agent warrants

Existing holder purchase 666,666 shares for $100,000 Direct purchase by existing stockholder

Key Terms

securities purchase agreements, accredited investors, Regulation D, Section 4(a)(2), +1 more

5 terms

securities purchase agreements financial

"entered into securities purchase agreements with certain accredited investors"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

accredited investors financial

"entered into securities purchase agreements with certain accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Regulation D regulatory

"in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 4(a)(2) regulatory

"provided by Section 4(a)(2) under the Securities Act and Rule 506(b)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

placement agents financial

"H.C. Wainwright & Co. and Roth Capital Partners are acting as the exclusive co-placement agents"

Placement agents are professional intermediaries who help companies, investment funds or governments find and secure investors when selling stocks, bonds or private securities, acting like a matchmaker that introduces sellers to suitable buyers. For investors, the choice of placement agent matters because their network, reputation and negotiating skill affect who gets access, the price and the speed of a deal, and they can introduce conflicts or additional fees that influence returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did XCF Global (SAFX) announce in this 8-K filing?

XCF Global announced a private placement of 4,000,000 Class A common shares at $0.15 per share, raising approximately $600,000 from accredited investors, along with related placement agent compensation and warrants.

How much capital is XCF Global (SAFX) raising in the private placement?

The company is raising aggregate gross proceeds of about $600,000. This comes from selling 4,000,000 Class A common shares at $0.15 per share to accredited investors in an unregistered private offering under Regulation D.

What securities is XCF Global (SAFX) issuing to investors and agents?

XCF Global is issuing 4,000,000 Class A common shares to investors and 233,333 shares to placement agents. It is also granting agents warrants to buy additional common stock equal to 3% of the shares sold, with a $0.21 exercise price.

On what basis is the XCF Global (SAFX) offering exempt from SEC registration?

The shares are not registered under the Securities Act and are issued under exemptions in Section 4(a)(2) and Rule 506(b) of Regulation D. Investors represented they are accredited, which supports reliance on these private offering exemptions.

What role do H.C. Wainwright and Roth Capital play in the XCF Global (SAFX) deal?

H.C. Wainwright & Co. and Roth Capital Partners act as exclusive co-placement agents. Instead of a 7% cash fee, they receive 233,333 common shares, reimbursement of legal fees, and warrants for 3% of the shares sold, exercisable at $0.21 for five years.

Did an existing stockholder participate in the XCF Global (SAFX) private placement?

Yes. An existing stockholder will purchase 666,666 of the offered shares directly from the company for $100,000. The placement agents did not solicit or participate in the distribution of this portion of the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 09:00 AM Learn about SEC filing dates

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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): June 11, 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

Private Placement Issuances

On June 11, 2026, XCF Global, Inc. (the “Company”), entered into securities purchase agreements with certain accredited investors (the “Purchase Agreement”) pursuant to which the Company agreed to issue an aggregate of 4,000,000 shares (the “Shares”) of its Class A common stock, par value $0.0001 (“Common Stock”) for aggregate gross proceeds of approximately $600,000.00 at a purchase price per share of $0.15.

The Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D as promulgated under the Securities Act. Each of the investors has represented that it is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act.

H.C. Wainwright & Co. and Roth Capital Partners are acting as the exclusive co-placement agents for the offering. In connection with the offering, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which it agreed to pay a cash fee of 7% of the aggregate gross proceeds raised in the offering, in lieu of which cash fee the Company agreed to issue to the placement agents an aggregate of 233,333 shares of its Common Stock. In addition, the Company agreed to reimburse Wainwright for legal fees incurred by it in connection with the offering and to issue to the placement agents warrants to purchase common stock of the Company equal to 3% of the aggregate number of shares of common stock sold in the offering. The placement agent warrants have a term of five years from the date of issuance and have an exercise price of $0.21 per share.

An existing stockholder of the Company will purchase directly from us 666,666 of the Shares for gross proceeds of $100,000. The placement agents did not engage in the solicitation of, or participate in the distribution of, the offering to the existing stockholder.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which are filed as Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated into this Item 1.01 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K under “Private Placement Issuances,” including information regarding shares and warrants issued to the placement agents, as applicable, is incorporated into this Item 3.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated as of June 11, 2026, by and between the Company and Investors.
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: June 12, 2026
	XCF GLOBAL, INC.
	By:	/s/ Christopher Cooper
	Name:	Christopher Cooper
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 53.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB