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  4. [8-K] Stark Focus Group, Inc. Reports Material Event

Stark Focus Group (SKFG) to sell 4.2M new shares to each of two investors

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

Rhea-AI Filing Summary

On July 20, 2026, Stark Focus Group, Inc. entered into separate Share Purchase Agreements with HCDC LLC and Great Ocean Invest LLC to privately sell common stock. Each investor agreed to purchase 4,200,000 shares of common stock, par value $0.0001 per share, for cash consideration of $200,000.

After giving effect to the new shares, each investor’s holdings will represent 22.89% of Stark Focus Group’s issued and outstanding shares, or 45.78% in total. The transactions, expected to close in the next few days, rely on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

Positive

  • None.

Negative

  • New investors will hold a combined 45.78% of the company’s issued and outstanding shares after the issuance, materially changing existing shareholders’ ownership percentages.
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, and exhibit attachments filed with this report.
Shares sold per investor 4,200,000 shares Common stock to be sold to each of HCDC LLC and Great Ocean Invest LLC
Purchase price per investor $200,000 Cash consideration to be paid by each investor for 4,200,000 shares
Ownership per investor post-issuance 22.89% of issued and outstanding shares Each investor’s stake after giving effect to the issuance of new shares
Combined ownership of new investors 45.78% of issued and outstanding shares Aggregate stake of HCDC LLC and Great Ocean Invest LLC after issuance
Par value per share $0.0001 per share Par value of Stark Focus Group’s common stock
Agreement date July 20, 2026 Date Stark Focus Group entered into the Share Purchase Agreements
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"exemption from registration under Section 4(a)(2) of the Securities Act of 1933."
Share Purchase Agreement financial
"Form of Share Purchase Agreement."
A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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

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FAQ

What transaction did Stark Focus Group (SKFG) disclose on July 20, 2026?
Stark Focus Group, Inc. (SKFG) agreed to privately sell common stock to HCDC LLC and Great Ocean Invest LLC under separate Share Purchase Agreements. Each investor will acquire 4,200,000 common shares, making these transactions a material definitive agreement for the company.

How many SKFG shares are being sold to each investor and for what consideration?
Each of HCDC LLC and Great Ocean Invest LLC will purchase 4,200,000 shares of Stark Focus Group common stock. In return, each investor will provide cash consideration of $200,000 under its respective Share Purchase Agreement.

What ownership stake will the new investors hold in SKFG after the share issuance?
After the new shares are issued, each investor’s holdings will represent 22.89% of Stark Focus Group’s issued and outstanding shares. Together, HCDC LLC and Great Ocean Invest LLC will hold an aggregate stake of 45.78% of the company’s outstanding stock.

Under which securities law exemption is SKFG conducting this private share sale?
The private sale of Stark Focus Group (SKFG) common stock to HCDC LLC and Great Ocean Invest LLC is being conducted under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, covering certain non-public offerings.

When are the SKFG share purchase transactions expected to close?
Stark Focus Group (SKFG) states that the share purchase transactions with HCDC LLC and Great Ocean Invest LLC are expected to close in the next few days following the July 20, 2026 execution of the Share Purchase Agreements.

What type of agreements did SKFG sign with HCDC LLC and Great Ocean Invest LLC?
Stark Focus Group (SKFG) entered into separate Share Purchase Agreements with HCDC LLC and Great Ocean Invest LLC. These agreements govern the private sale of 4,200,000 common shares to each investor and include customary representations, warranties, indemnities and covenants.

  

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): July 20, 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)

 

38 S Federal Highway #10-199, Dania Beach, FL

 

33004

(Address of principal executive offices)

 

(Zip Code)

 

(352) 562–0289

(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 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in Item 3.02 of this Current Report on Form 8-K (the “Current Report”) is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On July 20, 2026, Stark Focus Group, Inc. (“we”, “us”, “our” and the “Company”), entered into separate Share Purchase Agreements (the “Agreements”) with HCDC LLC (“HCDC”) and Great Ocean Invest LLC (“Investor” and, together with HCDC, the “Investors”).  Pursuant to the Agreements, we will sell to each of the Investors 4,200,000 shares of our common stock, par value $0.0001 per share (the “Shares”) for consideration of $200,000 from each Investor. The Shares to be purchased by each Investor will represent 22.89% of our issued and outstanding Shares, or 45.78% in the aggregate, after giving effect to the issuance and sale of the new Shares (the “Transactions”).  We expect the Transactions will close in the next few days.  The Transactions are being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

 

The description of the Agreements set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a form of which is filed as Exhibit 10.1 to this Current Report. The form of Agreement and the above description have been included to provide investors with information regarding the terms of the Agreements. Neither the Agreements nor this Current Report are intended to provide any other factual information about the Company or any other party to the Agreements or their respective affiliates or equityholders. Each Agreement contains customary representations, warranties, indemnities and covenants of the Company and the Investor. These representations, warranties and covenants were made only for the purposes of the Agreement and as of a specific date, were solely for the benefit of the parties thereto, may have been used for purposes of allocating risk between each party rather than establishing matters of fact, may be subject to a contractual standard of materiality different from that generally applicable to investors and may be subject to qualifications or limitations agreed upon by the parties in connection with the negotiated terms. Accordingly, investors should not rely on the representations, warranties and covenants in the Agreements as statements of factual information.

 

This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.

 

Description

10.1

 

Form of Share Purchase Agreement.

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: July 24, 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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