OKMIN RESOURCES, INC. 8-K

What Happened
Okmin Resources, Inc. (OKMN) filed an 8-K on Feb. 4, 2026 announcing a definitive Agreement and Plan of Merger to combine with BevPoint Capital LP, owner/operator of American Icon Brewery. At closing Merger Sub (Okmin’s wholly owned subsidiary) will merge into BevPoint (surviving entity to be renamed BEVPT Operations Inc.). Okmin will issue equity and convertible notes as part of the transaction and will appoint Chris Sellers as CEO; Sellers and John F. Giarrante will join the board while Jonathan Herzog will remain as a director and non‑executive chairman.

Key Details

• Merger consideration: 220,000,000 shares of Okmin common stock (≈55.6% of post‑closing shares, excluding earnouts and convertible note conversions) issued to BevPoint owners at closing.
• Earnouts: up to four 75,000,000‑share distributions (totaling 300,000,000 shares) tied to consolidated GAAP milestones: $10M revenue, $1M EBITDA, $20M revenue, $2M EBITDA; independent auditors determine achievement.
• Convertible notes and stock: $280,000 note to Chris Sellers (3‑yr, conversion $0.04/share); $250,000 note to Jonathan Herzog (3‑yr, 2% interest, conversion $0.04/share) plus 2,000,000 shares for accrued salary. Herzog will also convert 5,000,000 preferred into 50,000,000 common (with $50,000 offset).
• Closing conditions: BevPoint must have $730,000 cash on hand; BevPoint will purchase 20,000,000 Okmin shares from affiliates at closing; transaction requires stockholder approval and other customary conditions; outside date March 31, 2026.

Why It Matters
This is a transformational, stock‑based deal that would give BevPoint owners control of a majority stake at closing and could substantially increase Okmin’s share count if earnouts and conversions occur. Investors should note material governance changes (new CEO and board members), near‑term dilution risk from issued shares, earnouts and convertibles, and several closing conditions that could prevent the transaction from completing. The company’s filings caution these are forward‑looking and the deal is subject to shareholder and regulatory approvals.