false
0002019793
0002019793
2025-11-12
2025-11-12
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 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): November 12, 2025 (November 7, 2025)
XCF
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42687 |
|
33-4582264 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2500
CityWest Blvd, Suite 150-138
Houston,
TX 77042
(Address
of principal executive offices, including zip code)
(346)
630-4724
(Registrant’s
telephone number, including area code)
N/A
(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 obligations of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
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, par value $0.0001 per share |
|
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 (§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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
November 7, 2025, the Board of Directors (the “Board”) of XCF Global, Inc. (the “Company”) appointed Christopher
Cooper as Chief Executive Officer of the Company. In connection with his appointment, Mr. Cooper was also appointed to serve as a member
of the Board. The appointments were effective immediately.
Mr.
Cooper, age 56, leverages more than 25 years of experience in the global energy industry. He most recently served as Head of Renewables
Trading at BGN, a leading energy and commodities trading company, from November 2023 to November 2025. From July 2022 to November 2023,
he served as President of Neste U.S. (North America), where he led strategy, operations, and stakeholder engagement, following his tenure
as Vice President, Americas, Renewable Aviation from January 2020 to July 2022. From 2017 to 2019, Mr. Cooper served as Executive Vice
President at Mercury Fuels, where he focused on renewable fuel commercialization and trading. Earlier in his career, Mr. Cooper spent
17 years at Phillips 66 and Chevron, holding positions of increasing responsibility in commercial strategy, downstream operations, and
business development. He served with Phillips 66 from 2012 to 2017 and with Chevron from 2000 to 2012. His background combines operational
depth with an international perspective on energy transition, renewable fuels, and infrastructure innovation. Mr. Cooper is a professional
pilot and holds a Bachelor of Science in Business Management from the University of Phoenix and a Master of Business
Administration from Oklahoma Wesleyan University.
In
connection with his appointment as Chief Executive Officer, the Company and Mr. Cooper entered into an Employment Agreement, dated November
7, 2025 (the “Cooper Employment Agreement”). Under the Cooper Employment Agreement, Mr. Cooper will receive an annual base
salary of $500,000 and will be eligible to earn a target bonus equal to 100% of base salary. The actual bonus amount may be higher or
lower than the target based on performance relative to goals and metrics established and approved by the Board. The target bonus may
be elected in cash or stock at Mr. Cooper’s election, subject to limits set by the Board or Compensation Committee. In connection
with the 2025 Equity Incentive Plan, Mr. Cooper will be awarded management stock options equal to 2% of the fully diluted ownership of
the Company (calculated as of September 30, 2025), vesting annually over five years. Mr. Cooper also will be eligible to participate
in benefits programs available to executives generally, including participation in the 2025 Employee Stock Purchase Plan and 401(k) matching
contribution. In addition, in connection with (a) a termination without cause or with good reason (other than in connection with a change-in-control
of the Company) Mr. Cooper will be entitled to severance in the amount of 100% of his then-applicable base salary plus any unpaid bonus
from a previous period (if awarded by the Board) and continuation of certain insurance benefits, and (b) a termination without cause
or with good reason in connection with a change-in-control of the Company, he will be entitled to severance in the amount of 150% of
his then-applicable base salary plus any unpaid bonus from a previous period (if awarded by the Board), immediate vesting of any restricted
stock, restricted stock units, options, or other equity grants or awards not vested at the time of termination, and continuation of certain
insurance benefits.
Mr.
Cooper will also be subject to customary confidentiality and non-solicitation covenants.
The
foregoing description of the Cooper Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
There
are no arrangements or understandings pursuant to which Mr. Cooper was appointed as an officer and director, and there are no family
relationships between Mr. Cooper and any of the Company’s officers or directors. In addition, there are no related party transactions
reportable under Item 404(a) of Regulation S-K with respect to
Mr.
Cooper.
Mr.
Cooper succeeds Mihir Dange as the Company’s Chief Executive Officer. On November 7, 2025, the Board terminated Mr. Dange’s
employment with the Company. The termination was considered to be a termination “without cause” pursuant to the terms of
Mr. Dange’s employment agreement (the “Dange Employment Agreement”). The Dange Employment Agreement provides for certain
severance benefits in the event of a termination “without cause,” subject to Mr. Dange’s execution of a release of
claims and continued compliance with applicable restrictive covenants. A summary of the material terms of the Dange Employment Agreement,
including the severance benefits, is contained in, and the full text of such agreement was filed as Exhibit 10.57 to the Company’s
Current Report on Form 8-K originally filed with the Securities and Exchange Commission (“SEC”) on June 12, 2025, and such
summary is incorporated herein by reference.
Effective
upon his termination, and pursuant to the Dange Employment Agreement, Mr. Dange was deemed to have automatically resigned from his positions
as a director and as an officer of the Company and from any and all positions held with its subsidiaries.
Also
on November 7, 2025, the Board appointed Wray Thorn, a director of the Company, to serve as Interim Chairman of the Board, effective
immediately. Mr. Thorn will serve in this capacity until such time as the Board elects a permanent Chair.
The
press release relating to these events is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Agreement, dated November 7, 2025, by and between XCF Global, Inc. and Christopher Cooper. |
| 99.1 |
|
Press Release dated November 10, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
XCF
GLOBAL, INC. |
| |
|
|
| |
By: |
/s/
Simon Oxley |
| |
Name:
|
Simon
Oxley |
| |
Title: |
Chief
Financial Officer |
Date:
November 12, 2025
