XCF Global, Inc. 8-K

What Happened

• XCF Global, Inc. (filed 8-K on 2026-06-12) entered into securities purchase agreements to sell an aggregate of 4,000,000 shares of its Class A common stock at $0.15 per share for gross proceeds of about $600,000. The shares are being sold in a private offering to accredited investors and will not be registered under the Securities Act.

Key Details

• Offering size and price: 4,000,000 shares at $0.15 per share for approximately $600,000 gross proceeds.
• Placement agents and fees: H.C. Wainwright & Co. and Roth Capital Partners are exclusive co-placement agents. Instead of a 7% cash fee, the company will issue 233,333 shares to the placement agents and reimburse Wainwright’s legal fees.
• Warrants: Placement agents will receive warrants equal to 3% of the shares sold (3% of 4,000,000 = 120,000 warrants), exercisable for five years at $0.21 per share.
• Related-party purchase: an existing stockholder will directly buy 666,666 of the shares for $100,000. The offering relies on exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D.

Why It Matters

• This transaction provides XCF Global with roughly $600,000 in gross cash to fund operations or other corporate needs. Investors should note the dilutive effects: 4,000,000 new shares plus 233,333 shares issued to placement agents and up to 120,000 shares if placement agent warrants are exercised.
• The shares are unregistered and sold only to accredited investors, which limits liquidity for those securities. Placement agent compensation and the warrants create potential additional dilution over the next five years if exercised.