Stark Focus Group, Inc. 8-K

What Happened

• Stark Focus Group, Inc. filed an 8‑K on July 24, 2026 disclosing that on July 20, 2026 it entered into separate Share Purchase Agreements with HCDC LLC and Great Ocean Invest LLC.
• Under the agreements the company will sell 4,200,000 shares to each investor (8,400,000 shares total) for $200,000 from each investor ($400,000 aggregate). The transactions are expected to close in the next few days and are being conducted as unregistered sales under Section 4(a)(2) of the Securities Act.

Key Details

• Investors: HCDC LLC and Great Ocean Invest LLC.
• Shares: 4,200,000 shares to each investor; 8,400,000 shares total.
• Consideration: $200,000 per investor; $400,000 total.
• Ownership impact: Each investor’s purchase will represent ~22.89% of outstanding shares; ~45.78% combined after issuance.
• Agreement disclosure: Form of Share Purchase Agreement filed as Exhibit 10.1; agreements include customary reps, warranties, indemnities and covenants and are qualified by the full agreement text.

Why It Matters

• This private sale materially increases outstanding shares held by the two investors (nearly 46% combined), which could affect voting power and ownership concentration.
• The capital raise is relatively small ($400K) but the issuance is significant in percentage terms; investors should watch for the exact closing, any related amendments, and subsequent disclosures for effects on share count and control.
• The sales are unregistered (Section 4(a)(2)), so the shares won’t be registered for public resale under the Securities Act unless later registered.