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  4. [8-K] XCF Global, Inc. Reports Material Event

XCF Global takes $1M secured loan with equity fees

XCF Global, Inc. entered into a short-term senior secured loan for $1,000,000 with Brown Stone Capital Limited, structured with a 25% original issue discount for a cash purchase price of $750,000.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

XCF Global, Inc. entered into a short-term senior secured loan for $1,000,000 with Brown Stone Capital Limited, structured with a 25% original issue discount for a cash purchase price of $750,000. The note carries 10% annual interest, payable monthly, and a non-amortizing two-month term, with the full balance due 60 days after funding and default interest at 18% per year.

To secure the loan, the company granted Brown Stone a first-priority security interest over its inventories, accounts, environmental attributes, deposit and securities accounts, equipment, chattel paper, and proceeds, limited to XCF Global’s assets and excluding subsidiaries. XCF Global will pay a non-refundable commitment fee of 500,000 Class A common shares and must reserve 5,000,000 authorized but unissued shares as default shares issuable upon an Event of Default.

Positive

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Negative

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Insights

XCF Global adds costly, highly secured short-term debt with equity components.

XCF Global obtained a $1,000,000 senior secured loan at a 25% original issue discount, receiving $750,000 in cash. The note bears 10% annual interest over a two-month, non-amortizing term, with mandatory prepayments from revenue and non-ordinary-course asset sale proceeds.

The lender holds a first-priority security interest over most of the company’s assets, excluding subsidiaries, which elevates creditor protection. Equity features include 500,000 Class A shares as a non-refundable commitment fee and 5,000,000 reserved default shares, creating potential dilution if an Event of Default occurs.

Given the short maturity and mandatory prepayment provisions, near-term liquidity management becomes important. Actual impact will depend on XCF Global’s ability to generate revenue and avoid default conditions outlined in the Note and Security Agreement dated July 1, 2026.

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.
Senior secured loan principal $1,000,000 Promissory note dated July 1, 2026
Original issue discount 25% Determines $750,000 purchase price on $1,000,000 note
Cash proceeds (purchase price) $750,000 After 25% original issue discount
Stated interest rate 10% per annum Interest on note, payable monthly, 360-day year
Default interest rate 18% per annum Applies upon an Event of Default
Loan term 60 days Non-amortizing two-month term after funding
Commitment fee shares 500,000 shares Non-refundable Class A common stock fee
Reserved default shares 5,000,000 shares Authorized but unissued Class A common stock upon default
Original Issue Discount financial
"entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
senior secured loan financial
"pursuant to which the Company entered into a $1,000,000 senior secured loan"
A senior secured loan is a type of company loan that has first priority to be repaid and is backed by specific company assets as collateral, so lenders can seize or sell those assets if the borrower defaults. For investors, that priority and collateral make these loans safer than unsecured debt, usually meaning lower interest rates and stronger recovery prospects in a default — similar to how a mortgage has first claim on a house while a credit card does not.
security interest financial
"the Company granted Brown Stone a first-priority security interest in all inventories, accounts"
A security interest is a legal claim a lender or creditor holds on a borrower's asset as collateral to secure repayment; if the borrower fails to pay, the creditor can seize or sell that asset to recover money owed. Think of it like a pawnshop tag on an item that gives the pawnbroker the right to sell it if the loan isn't repaid. For investors, security interests matter because they change how safely lenders and bondholders can recover funds and affect the hierarchy of claims if a company faces financial trouble.
Event of Default financial
"Default Shares to be issued to Brown Stone immediately upon any Event of Default"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement financial
"Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, dated July 1, 2026"

FAQ

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

What short-term financing did XCF Global (SAFX) obtain on July 1, 2026?
XCF Global entered into a senior secured $1,000,000 promissory note with Brown Stone Capital Limited. Due to a 25% original issue discount, the company receives $750,000 in cash while owing the full $1,000,000 principal at maturity in 60 days.

What are the interest rate and maturity terms of XCF Global’s new loan?
The note bears 10% annual interest, calculated on a 360-day year and payable monthly. It has a non-amortizing two-month term, with the entire loan balance and accrued interest due 60 days after funding, and default interest increasing to 18% annually if triggered.

What collateral secures XCF Global (SAFX)’s senior secured promissory note?
Brown Stone receives a first-priority security interest in XCF Global’s inventories, accounts, environmental attributes, deposit and securities accounts, equipment, chattel paper, and proceeds. The lien applies only to assets of XCF Global, Inc. itself and does not extend to the assets of its subsidiaries.

How does XCF Global compensate Brown Stone in equity for this financing?
XCF Global agreed to issue 500,000 Class A common shares as a non-refundable commitment fee. It must also reserve 5,000,000 authorized but unissued Class A shares as default shares, which are issuable to Brown Stone immediately upon any Event of Default as defined in the agreement.

What mandatory prepayment provisions apply to XCF Global’s new loan?
The company must make mandatory prepayments from its first and any subsequent revenue collections and from proceeds of assets sold outside the ordinary course of business. These payments continue until the senior secured loan, including accrued interest, is fully repaid under the note’s terms.

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

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false 0002019793 0002019793 2026-07-01 2026-07-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE1 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): July 1, 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

 

Short-Term Financing

 

On July 1, 2026, XCF Global, Inc. (the “Company”), entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement (the “Note and Security Agreement”) with Brown Stone Capital Limited (the “Brown Stone”) pursuant to which the Company entered into a $1,000,000 senior secured loan with a 25% original issue discount, resulting in a purchase price of $750,000.

 

Terms and Conditions

 

The loan amount is equal to $1,000,000 with a 25% original issue discount. The note bears interest at ten percent (10%) per annum, payable monthly, with a non-amortizing two (2) month term. Interest is calculated on a 360-day year basis. The loan balance, including any accrued interest, is due in full 60 days after funding, with optional prepayment allowed without penalty. Default interest accrues at 18% per annum. The Company must make mandatory prepayments from (i) the first and any subsequent revenue collections and (ii) the proceeds of any assets that are sold outside the ordinary course of business, until the loan is fully repaid.

 

Additionally, the Company agreed to issue a non-refundable commitment fee of 500,000 shares (the “Commitment Fee”) of its Class A Common Stock, par value $0.0001 (“Common Stock”) pursuant to the Note and Security Agreement.

 

Security Interest and Collateral

 

To secure the loan, the Company granted Brown Stone a first-priority security interest in all inventories, accounts, environmental attributes, deposit and securities accounts, equipment, chattel paper, and proceeds. The security interest granted only covers assets of XCF Global, Inc. and does not extend to the assets held by any subsidiaries of the Company. In addition, the Company must reserve 5,000,000 shares of authorized but unissued Common Stock as Penalty of Default Shares, (the “Default Shares”) to be issued to Brown Stone immediately upon any Event of Default (as defined in the Note and Security Agreement). The secured loan is the sole responsibility of XCF Global, Inc. and is not guaranteed by any of the Company’s subsidiaries

 

The foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is 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 is hereby incorporated into this Item 3.02 by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
10.1   Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement, dated July 1, 2026, by and between the Company and Brown Stone Capital Limited.
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: July 8, 2026  
  XCF GLOBAL, INC.
   
  By: /s/ Christopher Cooper
  Name: Christopher Cooper
  Title: Chief Executive Officer

 

 

 

 

Source: View Original Filing on SEC EDGAR

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