UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Private Placement Issuances
On June 11, 2026, XCF Global, Inc. (the “Company”), entered into securities purchase agreements with certain accredited investors (the “Purchase Agreement”) pursuant to which the Company agreed to issue an aggregate of 4,000,000 shares (the “Shares”) of its Class A common stock, par value $0.0001 (“Common Stock”) for aggregate gross proceeds of approximately $600,000.00 at a purchase price per share of $0.15.
The Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D as promulgated under the Securities Act. Each of the investors has represented that it is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act.
H.C. Wainwright & Co. and Roth Capital Partners are acting as the exclusive co-placement agents for the offering. In connection with the offering, the Company entered into an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which it agreed to pay a cash fee of 7% of the aggregate gross proceeds raised in the offering, in lieu of which cash fee the Company agreed to issue to the placement agents an aggregate of 233,333 shares of its Common Stock. In addition, the Company agreed to reimburse Wainwright for legal fees incurred by it in connection with the offering and to issue to the placement agents warrants to purchase common stock of the Company equal to 3% of the aggregate number of shares of common stock sold in the offering. The placement agent warrants have a term of five years from the date of issuance and have an exercise price of $0.21 per share.
An existing stockholder of the Company will purchase directly from us 666,666 of the Shares for gross proceeds of $100,000. The placement agents did not engage in the solicitation of, or participate in the distribution of, the offering to the existing stockholder.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which are filed as Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated into this Item 1.01 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K under “Private Placement Issuances,” including information regarding shares and warrants issued to the placement agents, as applicable, is incorporated into this Item 3.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement, dated as of June 11, 2026, by and between the Company and Investors. | |
| 104 | Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURE
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.
| Dated: June 12, 2026 | ||
| XCF GLOBAL, INC. | ||
| By: | /s/ Christopher Cooper | |
| Name: | Christopher Cooper | |
| Title: | Chief Executive Officer | |