UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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~~November 115, 2025 (~~July~~November 13, 2025)

CFN ENTERPRISES INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-52635		90-1559541
(Commission File Number)		(IRS Employer Identification No.)

600 E. 8th Street Whitefish, Montana		59937
(Address of Principal Executive Offices)		(Zip Code)

833-420-2636

(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 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

On November 3, 2025, CFN Enterprises Inc., or the Company, along with the Company’s wholly owned subsidiary, J Street Capital Partners, LLC, or J Street, entered into a Securities Purchase Agreement with Thomas Hinde, or the Seller, the owner of all of the equity interests of Prestige Worldwide Wine Company, LLC, a California limited liability company, or Prestige, whereby J Street will acquire 100% of Prestige from the Seller. J Street is an importer and wholesaler of wines and alcoholic beverages which currently distributes its products to Nevada, New York, New Jersey, Florida and California and its customers include bars, restaurants, casinos and hotels. Prestige is a winemaking consulting company that provides winemaking services to third parties. The acquisition of Prestige includes its global trademarks, intellectual property, formulations and its distributor network and client base. The consideration to be paid to the Seller at closing for Prestige is an aggregate of 150,000 shares of the Company’s common stock. The securities to be issued by the Company will be issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. The Seller has agreed to limit sales of Company common stock acquired from the sale of Prestige consisting of a 12 month lockup from the date of issuance and a 48 month leak-out. The closing of the transaction is subject to satisfaction or waiver of certain customary closing conditions.

The foregoing is a description of the material terms and conditions of the Securities Purchase Agreement, and is not a complete description thereof. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The representations and warranties of each party set forth in such agreement have been made solely for the benefit of the other party thereto for the purpose of allocating contractual risk between the parties and not for the purpose of establishing matters as to fact. In particular, the assertions embodied in the representations and warranties contained in the agreement (i) may have been qualified, modified, or excepted by confidential disclosures made to the other party for the purpose of allocation of contractual risk, (ii) are subject to materiality qualifications contained in the agreement which may differ from what may be viewed as material by investors and (iii) were made only as of the date of the agreement or such other date as is specified in the therein. Accordingly, the representations and warranties in the agreement should not be viewed or relied upon as characterizations of the actual state of facts about the parties thereto.

Item 2.01. Completion of Acquisition or Disposition of Assets

AsTo ~~previously~~the ~~disclosed~~extent inrequired ~~its~~by ~~Current~~Item ~~Report~~2.01 onof Form 8-K, ~~filed with~~ the ~~Securities~~disclosure ~~and~~set ~~Exchange~~forth ~~Commission~~in onItem ~~June 4, 2025, on May 29, 2025, CFN Enterprises Inc~~1.01 ~~(the~~of ~~“Company”),~~this ~~entered~~Current ~~into~~Report aon ~~Securities~~Form ~~Purchase~~8-K ~~Agreement~~ with Jrespect ~~Street~~to ~~Capital Partners, LLC, a Florida limited liability company (“J Street”), and~~ the ~~owner~~shares of ~~all~~common ofstock ~~the~~issued ~~equity~~to ~~interests of J Street (~~the “Seller~~”),~~ ~~whereby the Company will acquire 100% of J Street from the Seller. J Street~~ is anincorporated ~~importer~~by ~~and~~reference ~~wholesaler~~in ofthis ~~wines~~Item ~~and alcoholic beverages which currently distributes its products to Nevada, New York, New Jersey, Florida and California and its customers include bars, restaurants, casinos and hotels~~2.01. The acquisition of JPrestige ~~Street~~ closed on ~~July~~November 13, 2025, and in connection with the acquisition, the Company issued ~~1.5~~150,000 ~~million~~ shares of Company common stock to the Seller, pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3.02. Unregistered Sales of Equity Securities

To the extent required by Item 3.02 of Form 8-K, the disclosure set forth in Item 1.01 and Item 2.01 of this Current Report on Form 8-K with respect to the shares of common stock issued to the Seller is incorporated by reference in this Item 3.02.

Item 57.~~03.~~01 ~~Amendments~~Regulation toFD ~~Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Disclosure

OnIn ~~June~~connection ~~17,~~with ~~2024,~~ the ~~Company~~closing ~~commenced~~of ~~a written consent solicitation from its stockholders to approve an amendment to~~ the ~~Company’s~~acquisition ~~Certificate~~ of ~~Incorporation~~Prestige, asJ ~~amended,~~Street toentered ~~effect~~into a ~~reverse~~consulting ~~split~~agreement ofwith ~~the~~Wine ~~Company’s~~Trends ~~common~~Marketing, ~~stock~~LLC, ~~par~~a ~~value~~Delaware ~~$0.001~~limited ~~per~~liability ~~share (the “Common Stock”)~~company, inproviding ~~the range from 1-~~for-2 ~~to 1-for-50, with~~ the ~~exact~~winemaking ~~ratio~~consulting toservices ~~be determined in the sole discretion~~ of ~~the~~Thomas ~~Company’s~~Hinde ~~Board~~for ofan ~~Directors~~initial ~~(the “Board”) no later than~~ one year ~~after approval (the “Amendment”)~~period. ~~The~~One ~~Board considered the potential benefits~~ of ~~effecting a reverse split of~~ the ~~Common~~most ~~Stock~~experienced ~~for~~wine ~~the~~industry ~~purpose~~experts ~~of uplisting to Nasdaq~~ in ~~the future~~California, ~~including~~Tom toHinde ~~satisfy~~has ~~the~~extensive ~~Nasdaq~~expertise ~~minimum~~in ~~bid~~all ~~price~~facets ~~requirement for listing. A reverse stock split is one~~ of the ~~steps~~wine ~~the~~business ~~Board~~– from ~~has~~vineyard ~~pursued~~cultivation ~~towards an uplisting~~ to ~~Nasdaq.~~winery Asmanagement ofand ~~July~~hands-on 5,artisan ~~2024,~~winemaking ~~the~~– his ~~Company’s~~broad ~~stockholders~~skill ~~had~~set ~~approved~~has ~~the~~been ~~Amendment~~instrumental ~~and~~in the ~~Company~~success ~~ended~~of ~~the~~many ~~written~~brands ~~consent~~created ~~solicitation~~by him.

~~On May 10, 2025, the Board resolved to effect a reverse split of the Company~~Tom’s ~~Common~~impressive ~~Stock~~resume inspans ~~the~~over ~~ratio~~three ofdecades ~~1-for-10. On July 11, 2025, following the completion of regulatory requirements to effect the reverse split, the Company filed a Certificate of Amendment to its Certificate of Incorporation~~ with ~~the~~prior ~~Secretary~~posts ofat ~~State~~some of ~~the State of Delaware pursuant to which Article Fourth of the Company~~California’s ~~Certificate~~most ofacclaimed ~~Incorporation~~wineries: ~~was~~from ~~amended~~2005 to ~~effect~~2010, aTom ~~reverse~~was ~~split~~President, ~~such~~CEO ~~that every issued~~ and ~~outstanding~~Director ~~share~~ of ~~Common~~Winemaking ~~Stock~~for ~~(the~~Flowers ~~“Old~~Vineyard ~~Common~~and ~~Stock”) immediately prior to the effective time of 5:00 p.m. Eastern time on July 11~~Winery, ~~2025~~a ~~(the~~specialty ~~“Reverse~~Pinot ~~Stock~~Noir ~~Effective Time”) will be automatically reclassified~~ and ~~converted~~Chardonnay ~~into~~producer ~~one-tenth~~located ofon ~~a share of Common Stock (~~the ~~“New~~Sonoma ~~Common Stock”) (the “Reverse Stock Split”)~~Coast.

NoFrom ~~cash~~1997 ~~will~~to be2005, ~~paid~~Tom orwas ~~distributed~~General asManager afor ~~result~~Kendall-Jackson ofWine ~~the~~Estates ~~Reverse Stock Split,~~ and nohelped ~~fractional~~develop ~~shares~~two ~~will~~famed beNapa ~~issued.~~Valley ~~All~~Cabernet ~~fractional~~Sauvignon ~~shares~~programs ~~which would otherwise be required to be issued~~ as apart ~~result~~ of the ~~Reverse~~winemaking ~~Stock~~teams ~~Split~~for ~~will~~Lokoya beand ~~rounded up to a whole share~~Cardinale. ~~Any stock certificate that~~Additionally, ~~immediately~~Tom ~~prior~~supported to the ~~Reverse~~winemaking ~~Stock~~team ~~Split~~at ~~Effective~~Stonestreet ~~Time,~~Winery ~~represented~~and ~~shares~~launched of the ~~Old~~world-renowned ~~Common~~Vérité ~~Stock,~~Estate. ~~shall~~For ~~from~~seven ~~and~~years, ~~after~~Tom ~~the~~was ~~Reverse~~General ~~Stock~~Manager ~~Effective~~at ~~Time,~~La ~~automatically~~Crema and ~~without~~Hartford ~~the~~Family ~~necessity~~Winery ofwhere ~~presenting~~he ~~the~~helped ~~same~~build ~~for~~La ~~exchange,~~Crema ~~represent that number of whole shares of New Common Stock~~ into ~~which~~one ~~such shares~~ of ~~Old~~Sonoma ~~Common~~County’s ~~Stock~~most ~~shall~~prominent ~~have~~wine ~~been reclassified pursuant to the Reverse Stock Split~~producers. ~~Outstanding convertible securities of the Company will be adjusted in accordance with their terms to reflect the Reverse Stock Split.~~

~~The~~At ~~New~~Prestige, ~~Common~~Tom ~~Stock~~has ~~will~~leveraged behis ~~quoted~~longstanding ongrower ~~the~~relationships ~~OTCQB~~to ~~commencing~~source onfrom ~~July~~Napa ~~14,~~Valley’s ~~2025~~most ~~and~~sought-after ~~will~~fruit, ~~continue~~providing tohim bewith ~~quoted~~the ~~under~~top-quality ~~the~~grapes ~~symbol~~necessary ~~CNFN.~~to Acraft ~~new~~the ~~CUSIP~~finest ~~number~~Cabernet ~~(12529C~~Sauvignon ~~308)~~from ~~has~~the ~~been~~region. ~~issued~~From ~~for~~Sonoma ~~the~~County, ~~New~~he ~~Common~~outsources ~~Stock.~~the Nobest ~~change~~fruit infrom the ~~Company’s~~Russian ~~500,000,000~~River ~~authorized~~Valley ~~shares~~region considered one of ~~Common~~the ~~Stock~~best orwine ~~the~~growing ~~$0.001~~regions ~~per~~in ~~share~~the ~~par~~world. ~~value~~This ofcombined ~~the~~with ~~Common~~Tom’s ~~Stock~~deft ~~has~~winemaking ~~occurred~~approach asand aexceptional ~~result~~palate ofhas propelled the ~~Reverse~~highly ~~Stock~~coveted ~~Split~~wines world-wide.

~~The~~Tom ~~foregoing~~has ~~description~~a ofBachelor ~~the Certificate~~ of ~~Amendment~~Science ~~does~~degree ~~not purport to be complete and is qualified~~ in ~~its~~Business ~~entirety~~Administration byfrom ~~reference to~~ the ~~full~~University ~~text~~ of ~~the~~Toledo ~~Certificate~~and ~~of Amendment,~~ a ~~copy~~winemaking ofcertificate ~~which~~from isthe ~~filed~~highly asregarded ~~Exhibit~~University ~~3.1~~of ~~hereto~~California, ~~and incorporated by reference herein~~Davis.

~~Item~~The 9Company’s board of directors considers the Prestige acquisition a key element of the Company’s evolving strategic direction, designed to complement the recent acquisition of J Street.~~01.~~ ~~Financial~~Given ~~statements~~the ~~and~~current ~~Exhibits~~regulatory environment, the Board is reviewing potential strategic options for its subsidiary, Ranco, LLC.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to Certificate of Incorporation, dated July 11, 2025.

(d) Exhibits.

SIGNATURES

Exhibit Number		Description
2.1		Securities Purchase Agreement entered into on November 3, 2025

~~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.~~SIGNATURES

~~CFN~~Pursuant ~~ENTERPRISES~~to ~~INC.~~the ~~By:~~requirements ~~/s/~~of ~~Brian~~the ~~Ross~~Securities ~~Name:~~Exchange ~~Brian~~Act ~~Ross~~of ~~Title:~~1934, ~~President~~the ~~and~~registrant ~~Chief~~has ~~Executive~~duly ~~Officer~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Date~~CFN ENTERPRISES INC. By: ~~July~~/s/ ~~11,~~Brian ~~2025~~Ross Name: Brian Ross Title: President and Chief Executive Officer

Date: November 5, 2025

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