XCF Global, Inc. 8-K

What Happened
XCF Global, Inc. (SAFX) announced in an 8-K filed July 8, 2026, that it entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement with Brown Stone Capital Limited dated July 1, 2026. The note has a $1,000,000 principal amount but a 25% original issue discount, so the company received $750,000 in proceeds. The loan carries 10% annual interest (paid monthly), a non-amortizing two-month term (due in full 60 days after funding), and allows optional prepayment without penalty; default interest is 18% per annum.

Key Details

• Loan principal: $1,000,000 with a 25% original issue discount → company proceeds $750,000.
• Interest and term: 10% per year (monthly), interest calculated on a 360-day year; loan due in full 60 days after funding; default interest 18% p.a.
• Collateral and restrictions: Brown Stone received a first-priority security interest in XCF Global’s inventories, accounts, environmental attributes, deposit/securities accounts, equipment, chattel paper and proceeds — security covers XCF Global assets only, not subsidiaries.
• Equity consideration and default penalty: Company issued a non‑refundable commitment fee of 500,000 shares of Class A common stock and reserved 5,000,000 authorized but unissued shares to be issued to Brown Stone immediately upon any Event of Default. The filing also reports the unregistered sale of these equity securities.

Why It Matters
This is short-term secured financing that provides XCF Global with $750,000 in immediate cash but creates near-term repayment pressure because the loan matures in 60 days. The transaction is dilutive and equity-transferable on default: 500,000 shares were issued as a fee and 5,000,000 shares are reserved for issuance upon default, which could materially affect outstanding share count if triggered. The lender’s first-priority security interest in XCF Global’s assets restricts those assets from being freely used or sold without satisfying the loan, and the loan is the obligation of the parent company only (not guaranteed by subsidiaries). Exhibit 10.1 to the 8-K contains the full Note and Security Agreement.