false
0001711012
0001711012
2026-10-19
2026-10-19
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): October 19, 2026
| VALOR
ENERGY INC |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
001-38426 |
|
35-2600898 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
230
Park Avenue, Floor 3,
New York, NY |
|
10169 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +1 (929) 872-1185
| Not
Applicable |
| (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 |
| Common
Stock, par value $0.0001 per share |
|
VAI |
|
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
1.01 Entry into a Material Definitive Agreement.
Shares
Private Placement
On
October 19, 2026, Valor Energy Inc (the “Company”) entered into a certain securities purchase agreement (the “SPA”)
with certain purchasers (the “Investors”), pursuant to which the Company agreed to sell an aggregate of up to 2,145,923
shares of common stock (the “Shares”), par value $0.0001 per share, at a purchase price of $2.33 per Share. The aggregate
gross proceeds to the Company from the Offering, if all Shares are sold, will be approximately $5,000,000.
Each
Investor has represented that it is either (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7)
or (a)(8) under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) a “sophisticated investor”
as defined in Rules 501 and 506(b)(2) under the Securities Act. Each Investor is acquiring the Shares for investment purposes for its
own account and not with a view to a distribution of all or any part thereof. The parties to the SPA have each made customary representations,
warranties and covenants, including, among other things, (a) the absence of any material adverse effect, and (b) the absence of legal
proceedings that affect the completion of the transactions contemplated by the SPA.
Assuming
the accuracy of each Investor’s representations and warranties, no registration under the Securities Act is required for the offer
and sale of the Shares by the Company to the Investors as contemplated by the SPA. The Shares are being offered and sold in reliance
on an exemption provided by Regulation D of the Securities Act.
The
net proceeds from the sale of the Shares shall be used by the Company for AI data center project development, and working capital and
general corporate purposes.
The
consummation of the Offering is subject to various closing conditions. The closing of the Offering shall occur upon the satisfaction
or waiver of all such closing conditions.
The
form of the SPA is filed as Exhibits 10.1, to this Current Report on Form 8-K, and such document is incorporated herein by reference.
The foregoing is only a brief description of the material terms of the SPA and does not purport to be a complete description of the rights
and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
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 incorporated herein by reference into this Item 3.02 in its
entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Common Stock Securities Purchase Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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.
| |
VALOR ENERGY INC |
| |
|
|
| Date: October 23, 2026 |
By: |
/s/ Ronggang
(Jonathan) Zhang |
| |
Name: |
Ronggang (Jonathan) Zhang |
| |
Title: |
Chief Executive Officer |
