ADM ENDEAVORS, INC. 8-K

What Happened

• ADM Endeavors, Inc. (ADMQ) filed an 8-K on December 23, 2025 disclosing that on December 19, 2025 it entered into an Equity Financing Agreement with GHS Investments LLC under which GHS may purchase up to $20,000,000 of the company’s common stock in tranches.
• Sales will occur in tranches of up to $500,000 after an effective registration statement; pricing is (i) prior to a Nasdaq listing: 80% of the lowest trading price during the 10‑day pricing period, or (ii) after a Nasdaq listing: 90% of the lowest volume‑weighted average price during the pricing period subject to a $1.00 per share floor.
• The company must immediately issue 1,156,738 shares to GHS as a commitment fee and has agreed to a Registration Rights Agreement obligating ADM Endeavors to file an initial registration statement for up to 29,000,000 shares. The initial registration must be filed within 30 days and the company must use commercially reasonable efforts to have it declared effective within 90 days of filing.

Key Details

• Total potential financing: up to $20,000,000 in common stock purchases by GHS.
• Tranche size: up to $500,000 per sale; subject to timing and GHS ownership percentage limits.
• Commitment fee: immediate issuance of 1,156,738 shares to GHS.
• Registration obligation: initial registration of 29,000,000 shares; file within 30 days, target effectiveness within 90 days.

Why It Matters

• This agreement gives ADM Endeavors an available source of equity capital (up to $20M) that it can draw on over time once the registration is effective — useful for funding operations, growth, or working capital needs.
• The immediate issuance of 1,156,738 shares and the registration of up to 29,000,000 shares create potential dilution for existing shareholders; future tranche sales will increase shares outstanding if exercised.
• Pricing mechanics (discounted to recent trading prices and a $1.00 floor after Nasdaq listing) determine the per‑share proceeds and could affect how much capital the company actually raises per tranche. The registration timeline (file in 30 days; 90‑day effectiveness target) sets when sales can begin.