UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 22, 2026 (
(Exact name of registrant as specified in its charter)
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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:
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Securities registered or to be registered pursuant to Section 12(b) of the Act: None
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).
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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. ☐
EXPLANATORY NOTE
This Amendment amends the Original Report solely to correct the disclosure regarding the previously reported voting results with respect to the proposal to approve the Charter Amendment and to report that the Company has filed a Certificate of Correction (the “Certificate of Correction”) with the Delaware Secretary of State as described below.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 15, 2025, following the 2025 Annual Meeting, the Company filed the Charter Amendment with the Delaware Secretary of State. As described below, the requisite vote was not obtained at the 2025 Annual Meeting to approve the Charter Amendment. On October 20, 2026, the Company filed the Certificate of Correction with the Delaware Secretary of State to the Charter Amendment to declare the Charter Amendment null and void ab initio. The Certificate of Incorporation therefore remains unchanged and in effect. In particular, (i) the restrictions included in the NOL Protective Provisions apply to all transactions involving any person or group of persons that is or as a result of such a transaction would beneficially own, directly or indirectly, 4.5% or more of all issued and outstanding capital stock of the Company and (ii) the expiration date of the NOL Protective Provisions is the date of the Company’s annual meeting of stockholders to be held during calendar year 2027.
A copy of the Certificate of Correction is filed as Exhibit 3.1 to this Amendment.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2025 Annual Meeting, the Company’s stockholders voted on, among other matters, a proposal to approve the Charter Amendment. Reference is made to the Original Report for information regarding the vote to approve the Charter Amendment. Although approximately 91% of votes cast voted in favor of the Charter Amendment, it did not receive the vote of at least a majority of the outstanding stock entitled to vote thereon as required under the Delaware General Corporation Law and was therefore not approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Correction to the Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of Stark Novus Financial Inc. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
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.
| STARK NOVUS FINANCIAL INC. | |
| Date: October 22, 2026 | /s/ Alexander Matina |
| Alexander Matina | |
| Chief Executive Officer |