UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~April~~August 728, 2025

General Enterprise Ventures, Inc.

(Exact name of registrant as specified in its charter)

Wyoming

000-56567

87-2765150

(State or other

jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1740H Del Range Blvd, Suite 166

Cheyenne, WY 82009

(Address of principal executive offices) (zip code)

800-401-4535

(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))

☐ 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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company 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 53.0203 ~~Departure~~Material ofModification ~~Directors~~to orRights ~~Certain Officers; Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

OnTo ~~March 31, 2025,~~ the ~~majority~~extent ~~voting~~required ~~stockholder~~by ofItem ~~General Enterprise Ventures, Inc~~3.03 ~~(the~~of ~~“Corporation”)~~Form ~~approved~~8-K, the ~~appointment~~information ofcontained ~~the~~in ~~following~~Item ~~persons~~5.03 ~~as members~~ of ~~the~~this ~~Board~~Current ofReport ~~Directors~~on ~~(the~~Form ~~“Board”)~~8-K ofis ~~the~~incorporated ~~Corporation,~~herein ~~effective~~by ~~April 1, 2025:~~reference.

~~Theodore~~Item ~~Ralston~~5.03 ~~Jeffrey~~Amendments ~~Pomerantz~~to ~~John~~Articles ~~Costa~~of Incorporation or Bylaws; Change in Fiscal Year.

~~Mr.~~On ~~Theodore~~July 8, 2025, ~~Ralston~~General Enterprise Ventures, Inc. (ithe “Company”) ~~has~~filed aArticles ~~family~~of ~~relationship~~Amendment of the Company’s Articles of Incorporation (the “Amendment”) with ~~one~~the ~~Officer~~Secretary of State of the State of Wyoming for a 1-for-6 reverse stock split (asthe ~~defined~~“Reverse ~~herein~~Stock Split”) of the ~~Corporation,~~issued ~~Joshua~~and ~~Ralston,~~outstanding ~~his~~shares ~~son~~of ~~who~~the isCompany's ~~Vice~~Series ~~President~~A ofPreferred ~~Operations;~~Stock (iithe “Series A Preferred”) and the Company’s Common Stock (the “Common Stock” ). The Board of Directors of the Company believes that the Reverse Stock Split is aan ~~party~~effective tomeans ~~related~~by ~~person~~which ~~transactions~~to ~~with~~increase the ~~Corporation~~minimum asbid ~~provided~~price inof the ~~Corporation’~~Company's ~~most~~Common ~~recent~~Stock ~~Form~~proportionately ~~10-K~~by ~~filed~~reducing ~~March 31, 2025;~~the number of outstanding shares of Common Stock and ~~(iii)~~put ~~has~~the noCompany ~~arrangements~~in ora ~~understandings~~position to uplist to the New York Stock Exchange American. In connection with ~~any~~filing ~~other~~the ~~person~~Amendment, ~~pursuant~~the toCompany ~~which~~filed hean ~~was~~Issuer ~~appointed~~Company-Related asAction aNotification ~~member~~with ofthe Financial Industry Regulatory Authority (“FINRA”). FINRA approved the ~~Board~~Reverse ofStock Split on August 27, 2025, to be effective on August 28, 2025 (the ~~Corporation~~“Effective Date”).

~~Each~~On the Effective Date, each six (6) shares of ~~Mr.~~the ~~Pomerantz~~Company’s Series A Preferred and ~~Mr.~~each ~~Costs,~~six (i6) ~~has~~shares noof ~~family~~the ~~relationship~~Company’s ~~with~~Common Stock issued immediately prior to the Effective Date shall, automatically and without any ~~member~~action on the part of the ~~Board~~respective orholders ~~other~~thereof, ~~Officer~~be reclassified and combined into one (1) share of ~~the~~Series ~~Corporation~~A orPreferred and one (1) share of Common Stock, respectively. No fractional shares shall be issued and, in lieu thereof, any ~~person~~holder ~~nominated~~of less than one (1) share of Series a Preferred or ~~chosen~~one by(1) ~~the~~share ~~Corporation~~of Common Stock shall be entitled to ~~become~~receive aone ~~member~~whole share of the ~~Board~~Series A Preferred or ~~other~~the ~~Officer;~~Common ~~(ii)~~Stock isof ~~not~~the aCompany, ~~party~~respectively. toThe ~~any~~Reverse ~~related~~Stock ~~person~~Split ~~transaction~~will ~~with~~affect all shares of the ~~Corporation;~~Company’s Series A Preferred and ~~(iii)~~Common ~~has~~Stock nooutstanding ~~arrangements~~immediately orprior ~~understandings~~to ~~with~~the ~~any~~Effective ~~other~~Date ~~person~~of ~~pursuant~~the toReverse ~~which~~Stock heSplit. ~~was~~In ~~appointed~~addition, asthe Reverse Stock Split will effect a ~~member~~reduction in the number of shares of Common Stock issuable upon the ~~Board~~conversion of the ~~Corporation~~Company’s Series C Convertible Preferred Stock outstanding immediately prior to the effectiveness of the Reverse Stock Split.

OnThe ~~March 31, 2025,~~Company's ~~the~~Common ~~Board~~Stock ofbegan ~~the~~trading ~~Corporation~~on ~~approved~~OTC Markets on a post-Reverse Stock Split basis at the ~~appointment~~market ofopen on the ~~following~~Effective ~~persons~~Date asunder ~~officers~~the ~~(each,~~trading ansymbol “~~Officer~~GEVID”; and ~~collectively~~20 business days following the Effective Date, the Common Stock will be listed under the Company's existing trading symbol “~~Officers~~GEVI”). The new CUSIP number for the Common Stock following the Reverse Stock Split is 369759204. The par value per share of the ~~Corporation,~~Common ~~effective~~Stock ~~April 1, 2025:~~will remain unchanged at $.0001.

~~Theodore~~The ~~Ralston~~foregoing ~~President~~brief ~~and~~description ~~Chief~~of ~~Executive~~the ~~Officer~~Articles ~~Nanuk~~of ~~Warman~~Amendment ~~Secretary~~is ~~and~~qualified ~~Chief~~in ~~Financial~~its ~~Officer~~entirety ~~Joshua~~by ~~Ralston~~the ~~Vice~~full ~~President~~text of ~~Operations~~the ~~Anthony~~Articles ~~Newton~~of ~~General~~Amendment, ~~Counsel~~filed as Exhibit 3.1 hereto and incorporated herein by reference. A copy of the Company's press release announcing the Reverse Stock Split is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Theodore Ralston, (i) has a family relationship with one Officer of the Corporation, Joshua Ralston, his son who is Vice President of Operations; (ii) is a party to related person transactions with the Corporation as provided in the Corporation’s most recent Form 10-K filed March 31, 2025; and (iii) has no arrangements or understandings with any other person pursuant to which he was appointed as an Officer of the Corporation.2

MrItem 9.01 ~~Josuah~~Financial ~~Ralston,~~Statements ~~(i) has a family relationship with one member of the Board~~ and an Officer of the Corporation, Thedore Ralston, his father who is a member of the Board, President and Chief Executive Officer; (ii) is not a party to any related person transaction with the Corporation; and (iii) has no arrangements or understandings with any other person pursuant to which he was appointed as an Officer of the CorporationExhibits.

~~Each of Mr. Warman and Mr. Newton,~~ (id) ~~has~~Exhibits no family relationship with any member of the Board or other Officer of the Corporation or any person nominated or chosen by the Corporation to become a member of the Board or other Officer; (ii) is not a party to any related person transaction with the Corporation; and (iii) has no arrangements or understandings with any other person pursuant to which he was appointed as an Officer of the Corporation.

Forward-Looking Statements

Exhibit No.		Description

3.1		Articles of Amendment of the Articles of Incorporation of General Enterprise Ventures, Inc.

99.1		Press Release dated August 27, 2025.

~~This Current Report on Form 8~~Forward-KLooking contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding, the formation of the Corporation, the expected benefits from the Corporation, and the investments related to the Corporation. You can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions.Statements

WeThis ~~have~~Current ~~based~~Report ~~these~~on Form 8-K contains “forward-looking statements” ~~largely~~within onthe ~~our~~meaning ~~current~~of ~~expectations~~the ~~and~~Private ~~projections~~Securities ~~about~~Litigation ~~future~~Reform ~~events~~Act ~~and~~of ~~financial~~1995. ~~trends~~We ~~that~~intend wesuch ~~believe~~forward-looking ~~may~~statements ~~affect~~to ~~our~~be ~~business,~~covered ~~financial~~by ~~condition,~~the ~~and~~safe ~~results~~harbor ofprovisions ~~operations.~~for ~~Forward~~forward-looking statements ~~involve~~contained ~~known~~in ~~and~~Section ~~unknown~~27A ~~risks,~~of ~~uncertainties~~the ~~and~~Securities ~~other~~Act ~~important~~of ~~factors~~1933, ~~that~~as ~~may cause our actual results~~amended, ~~performance,~~and orSection ~~achievements~~21E toof bethe ~~materially~~Securities ~~different~~Exchange ~~from~~Act ~~any~~of ~~future results~~1934, ~~performance,~~as ~~or achievements expressed or implied by the forward-looking statements~~amended. ~~The~~All ~~forward-looking~~ statements contained in this Current Report on Form 8-K ~~are~~that ~~based~~do ~~upon~~not ~~information~~relate ~~available~~ to usmatters as of ~~the~~historical ~~date~~fact ofshould ~~this~~be ~~Current~~considered ~~Report on Form 8~~forward-Klooking statements, ~~and~~including ~~while~~without welimitation ~~believe~~statements ~~such~~regarding, ~~information~~the ~~forms~~formation aof ~~reasonable~~the ~~basis for such statements~~Corporation, ~~such~~the ~~information~~expected ~~may~~benefits befrom ~~limited~~the ~~or incomplete~~Corporation, and ~~our~~the ~~statements~~investments ~~should~~related ~~not~~to bethe ~~read~~Corporation. toYou ~~indicate~~can ~~that~~identify weforward-looking ~~have~~statements ~~conducted~~by anterms ~~exhaustive~~such ~~inquiry~~as ~~into~~“may,” or“will,” ~~review~~“should,” of“expects,” ~~all~~“plans,” ~~potentially~~“anticipates,” ~~available~~“could,” ~~relevant~~“intends,” ~~information.~~“targets,” ~~These~~“projects,” ~~statements~~“contemplates,” ~~are~~“believes,” ~~inherently~~“estimates,” ~~uncertain~~“forecasts,” ~~and~~“predicts,” ~~investors~~“potential” ~~are~~or ~~cautioned~~“continue” ~~not~~or tothe ~~unduly~~negative ~~rely~~of ~~upon~~ these ~~statements.~~terms ~~While~~or weother ~~may~~similar ~~elect~~expressions, toalthough ~~update~~not ~~such~~all forward-looking statements atuse ~~some~~these ~~point~~words inor ~~the future, we disclaim any obligation to do so, even if subsequent events cause our views to change~~expressions.

2We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Current Report on Form 8-K are based upon information available to us as of the date of this Current Report on Form 8-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

~~SIGNATURES~~3

~~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

	General Enterprise Ventures, Inc.
Date: April 7, 2025	By:	/s/ Theodore Ralston
		Chief Executive Officer

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.

	General Enterprise Ventures, Inc.

Date: September 10, 2025	By:	/s/ Theodore Ralston
		Chief Executive Officer

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