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Stark Focus OKs equity plan, boosts shares to 500M

Stark Focus Group adopted a new equity incentive plan and quintupled its authorized common shares through a Nevada charter amendment.

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

Rhea-AI Filing Summary

Stark Focus Group, Inc. (SKFG) reports that its Board on September 8, 2026 and holders of a majority of its common stock on September 9, 2026 approved the Stark Focus Group, Inc. Equity Incentive Plan, which became effective immediately upon stockholder approval. The plan covers employees, directors and consultants and permits a wide range of equity awards, including stock options, restricted stock, stock appreciation rights, performance awards, unrestricted stock and distribution equivalent rights. It initially reserves 5,000,000 shares of common stock for issuance and includes an annual increase each January 1 for five years, starting in 2027, so that reserved shares equal 15% of common shares outstanding at the prior December 31. During any fiscal year, total equity awards plus cash fees to a non-employee director may not exceed $1,000,000 in aggregate value.

Separately, the Board on August 31, 2026 and majority stockholders on September 1, 2026 approved a corporate action to increase authorized common stock from 100,000,000 to 500,000,000 shares. A Certificate of Amendment reflecting this change was filed with the Nevada Secretary of State on September 9, 2026 and became effective immediately.

Positive

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Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Initial plan reserve 5,000,000 shares Shares of common stock reserved for issuance under the Equity Incentive Plan
Evergreen feature 15% of outstanding common stock Annual adjustment of reserved shares each January 1, 2027–2031, based on prior December 31 outstanding
Non-employee director annual cap $1,000,000 Maximum aggregate value of equity awards plus cash fees per non-employee director per fiscal year
Authorized common stock before amendment 100,000,000 shares Authorized common shares prior to the Certificate of Amendment
Authorized common stock after amendment 500,000,000 shares Authorized common shares after Nevada Certificate of Amendment became effective
Evergreen period 5 years Annual share increases under the Equity Incentive Plan commencing January 1, 2027
Plan approval dates September 8–9, 2026 Board approval on September 8, 2026 and stockholder approval on September 9, 2026
Equity Incentive Plan financial
"approved the Stark Focus Group, Inc. Equity Incentive Plan (the “Equity Incentive Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
incentive stock options financial
"The Equity Incentive Plan provides for the grant of (i) incentive stock options"
Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.
stock appreciation rights financial
"provides for the grant of ... (iv) stock appreciation rights"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
distribution equivalent rights financial
"provides for the grant of ... (viii) distribution equivalent rights"
Certificate of Amendment regulatory
"the Company filed a Certificate of Amendment (the “Certificate”) to its Articles"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

FAQ

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

What did Stark Focus Group, Inc. (SKFG) announce in this Form 8-K?
Stark Focus Group, Inc. announced stockholder approval of a new Equity Incentive Plan and a charter amendment increasing authorized common stock from 100,000,000 to 500,000,000 shares, both of which became effective in early September 2026.

How many shares are reserved under SKFG’s new Equity Incentive Plan?
The Equity Incentive Plan initially reserves 5,000,000 shares of common stock for issuance pursuant to awards, subject to adjustment in accordance with the plan’s terms.

How does the annual share increase feature of SKFG’s Equity Incentive Plan work?
On January 1 of each year for five years, starting January 1, 2027, the shares reserved and available under the plan will automatically increase so that they equal 15% of the total common shares outstanding on the preceding December 31.

What compensation limit applies to SKFG non-employee directors under the plan?
During any fiscal year, the maximum value of equity awards granted to a non-employee director, together with any cash fees paid to that director, may not exceed $1,000,000 in aggregate value under the Equity Incentive Plan.

What change was made to SKFG’s authorized common stock?
Stark Focus Group, Inc. increased its authorized common stock from 100,000,000 shares to 500,000,000 shares, as set forth in a Certificate of Amendment filed with the Nevada Secretary of State on September 9, 2026.

When did SKFG’s Equity Incentive Plan and charter amendment become effective?
The Equity Incentive Plan became effective immediately upon stockholder approval on September 9, 2026. The charter amendment increasing authorized common stock became effective immediately upon filing on September 9, 2026.

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

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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): September 9, 2026

 

STARK FOCUS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-237100

 

32-0610316

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

570 Lexington Avenue, 40th Floor, New York, NY

 

10022

(Address of principal executive offices)

 

(Zip Code)

 

(646) 348–9369

(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: None.

 

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 September 8, 2026, the Board of Directors (the “Board”) of Stark Focus Group, Inc. (the “Company”) unanimously approved, and on September 9, 2026 the holders of a majority of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”) approved the Stark Focus Group, Inc. Equity Incentive Plan (the “Equity Incentive Plan”). The Equity Incentive Plan became effective immediately upon approval by the Company’s stockholders.

 

The Equity Incentive Plan is for the benefit of employees, directors and consultants of the Company and its affiliates. The Equity Incentive Plan provides for the grant of (i) incentive stock options, (ii) non-qualified stock options, (iii) restricted stock awards, (iv) stock appreciation rights, (v) performance stock awards, (vi) performance unit awards, (vii) unrestricted stock awards, (viii) distribution equivalent rights, and (ix) any combination of the foregoing. Under the terms of the Equity Incentive Plan, the maximum number of shares of Common Stock that may be subject to an award granted during a fiscal year to any non-employee director, together with any cash fees paid to such director during the fiscal year, may not exceed $1,000,000 in aggregate value.

 

Subject to adjustment in accordance with the terms of the Equity Incentive Plan, 5,000,000 shares of Common Stock have been reserved for issuance pursuant to awards under the Equity Incentive Plan. Additionally, on January 1 of each year for a period of five years, commencing on January 1, 2027, the number of shares reserved and available for issuance under the Equity Incentive Plan will automatically increase by a number of shares such that the aggregate number of shares reserved and available for issuance under the Equity Incentive Plan equals 15% of the total number of shares of Common Stock outstanding at December 31 of the preceding year.

 

The foregoing summary of the Equity Incentive Plan is qualified in its entirety by reference to the full text of the Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On August 31, 2026, the Company’s Board unanimously approved, and on September 1, 2026 the holders of a majority of the Company’s outstanding shares of Common Stock consented to, a corporate action to increase the number of authorized shares of Common Stock from 100,000,000 to 500,000,000 shares. In connection therewith, on September 9, 2026, the Company filed a Certificate of Amendment (the “Certificate”) to its Articles of Incorporation with the Nevada Secretary of State, with the Certificate becoming effective immediately upon filing.

 

The foregoing description of the Certificate is qualified in its entirety by reference to Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to Articles of Incorporation.

10.1

 

Stark Focus Group, Inc. Equity Incentive Plan.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

  

SIGNATURES

 

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.

 

 

STARK FOCUS GROUP, INC.

 

 

 

 

 

Date: September 10, 2026

By:

/s/ John Lipman

 

 

Name:

John Lipman

 

 

Title:

Director, Chief Executive Officer, and Chief Financial Officer

 

 

 

3

 

Source: View Original Filing on SEC EDGAR

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