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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): September 4, 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
Amendment
to Short-Term Notes
Hollywood
Horizons, Inc.
On
July 16, 2026, the Company entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement (the “Hollywood
Note and Security Agreement”) with Hollywood Horizons, Inc. (“Hollywood”) pursuant to which the Company
entered into a $400,000 senior secured loan with a 25% original issue discount, resulting in a purchase price of $300,000. The Company
agreed to issue a non-refundable Commitment Fee of 500,000 shares pursuant to the Hollywood Note and Security Agreement.
Abri
Capital Limited
On
August 12, 2026, the Company entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement (the “Abri
Note and Security Agreement” and together, with the Hollywood Note and Security Agreement, the “Agreements”)
with Abri Capital Limited (“Abri”) pursuant to which the Company entered into a $666,666 senior secured loan with
a 25% original issue discount, resulting in a purchase price of $500,000. The Company agreed to issue a non-refundable Commitment Fee
of 500,000 shares pursuant to the Abri Note and Security Agreement.
The
Abri Note and Security Agreement also provided, that upon the occurrence and during the continuance of any Event of Default under this
Note, Abri shall have the absolute and unconditional right, exercisable at any time and from time to time in its sole discretion by written
notice to the Company, to convert all or any portion of the then-outstanding principal amount, together with any accrued and unpaid interest
and any other amounts then due and payable thereunder, into shares of the Company’s Common Stock at a conversion price of $0.10
per share (the “Conversion Shares”).
Effective
September 4, 2026, the Company entered into an Omnibus Amendment to Senior Secured Promissory Notes (the “Omnibus Amendment”),
by and between the Company, Brown Stone Capital, Inc. (“Brown Stone”), Abri and Hollywood, to amend the Agreements
to remove any and all obligations related to the authorization, reservation, issuance, registration, delivery, maintenance, top-up, transfer,
sale or other treatment of the 5,000,000 Penalty of Default Shares. The Company and Abri additionally reduced the Conversion Shares in
which Abri could elect to convert up to an aggregate of $66,666.70 of the outstanding principal of the Abri Note into up to 666,667 shares
of the Company’s Common Stock at a conversion price of $0.10 per share.
The
Omnibus Amendment also (i) amended the Maturity Date; (ii) amended the Interest Payments; (iii) amended the Mandatory Pre-Payments from
Revenue; and (iv) obligated the Company to pay Brown Stone an aggregate amendment arrangement fee of $150,000, consisting of (a) $100,000
in immediately available funds on the Effective Date as a condition to the effectiveness of the Omnibus Amendment and (b) $50,000 in
immediately available funds concurrently with the final payment or other satisfaction in full of the notes. The fee is separate from,
shall not reduce, and shall not be credited against any amount owing under the notes.
The
foregoing description of the Omnibus Amendment to Senior Secured Promissory Notes 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.
Amendment
to Narrow Road Promissory Note.
As
previously disclosed, on May 1, 2025, XCF Global Capital, Inc., the Company’s predecessor, and Narrow Road Capital Ltd (“Narrow
Road”) entered into a promissory note with a principal amount of $700,000 (the “Narrow Road Promissory Note”).
The Company and Narrow Road entered into a Debt Conversion Agreement (the “Conversion Agreement”), effective September
4, 2026 (the “Effective Date”), which provides for the termination of the Narrow Road Promissory Note and converts
the $840,000 (the “Converted Amount”) due under the Promissory Note into 3,500,000 shares of Common Stock at a conversion
price (the “Conversion Price”) of $0.24 per share, in full satisfaction of all amounts, due, owing or outstanding
under the Narrow Road Promissory Note, including all outstanding principal and accrued interest on the Narrow Road Promissory Note, as
of the Effective Date.
The
foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions
thereof, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 10.1
|
|
Omnibus Amendment to Senior Secured Promissory Notes, effective September 4, 2026, by and between the Company, Hollywood, Abri and Brown Stone. |
| 10.2 |
|
Debt Conversion Agreement, effective September 4, 2026, by and between the Company and Narrow Road. |
| 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 8, 2026 |
|
| |
XCF
GLOBAL, INC. |
| |
|
| |
By: |
/s/
Christopher Cooper |
| |
Name: |
Christopher
Cooper |
| |
Title: |
Chief
Executive Officer |
