Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item 1.01 Entry into a Material Definitive Agreement Short-Term Financing On July 1, 2026, XCF Global, Inc. (the “ Company ”), entered into a Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement (the “ Note and Security Agreement ”) with Brown Stone Capital Limited (the “ Brown Stone ”) pursuant to which the Company entered into a $1,000,000 senior secured loan with a…
XCF Global, Inc. (“XCF”) is a U.S.-based producer of renewable diesel and sustainable aviation fuel (“SAF”) focused on decarbonizing transportation while supporting domestic fuel supply and energy security. The Company’s flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of up to 38 million gallons per year. XCF intends to advance a pipeline of potential expansion opportunities in Nevada, North Carolina and Florida and to build relationships across the energy and transportation sectors that it believes could support the scaling of renewable fuels production. Any such opportunities remain subject to, among other factors, feasibility assessments, financing, regulatory approvals and market conditions. XCF is listed on the Nasdaq Capital Market and trades under the symbol SAFX. To learn more, visit xcf.global
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement
Short-Term
Financing
On
July 1, 2026, XCF Global, Inc. (the “ Company ”), entered into a Senior Secured 25% Original Issue Discount Promissory
Note and Security Agreement (the “ Note and Security Agreement ”) with Brown Stone Capital Limited (the “ Brown
Stone ”) pursuant to which the Company entered into a $1,000,000 senior secured loan with a 25% original issue discount, resulting
in a purchase price of $750,000.
Terms
and Conditions
The
loan amount is equal to $1,000,000 with a 25% original issue discount. The note bears interest at ten percent (10%) per annum, payable
monthly, with a non-amortizing two (2) month term. Interest is calculated on a 360-day year basis. The loan balance, including any accrued
interest, is due in full 60 days after funding, with optional prepayment allowed without penalty. Default interest accrues at 18% per
annum. The Company must make mandatory prepayments from (i) the first and any subsequent revenue collections and (ii) the proceeds of
any assets that are sold outside the ordinary course of business, until the loan is fully repaid.
Additionally,
the Company agreed to issue a non-refundable commitment fee of 500,000 shares (the “ Commitment Fee ”) of its Class
A Common Stock, par value $0.0001 (“ Common Stock ”) pursuant to the Note and Security Agreement.
Security
Interest and Collateral
To
secure the loan, the Company granted Brown Stone a first-priority security interest in all inventories, accounts, environmental attributes,
deposit and securities accounts, equipment, chattel paper, and proceeds. The security interest granted only covers assets of XCF Global,
Inc. and does not extend to the assets held by any subsidiaries of the Company. In addition, the Company must reserve 5,000,000 shares
of authorized but unissued Common Stock as Penalty of Default Shares, (the “ Default Shares ”) to be issued to Brown
Stone immediately upon any Event of Default (as defined in the Note and Security Agreement). The secured loan is the sole responsibility
of XCF Global, Inc. and is not guaranteed by any of the Company’s subsidiaries
The
foregoing description of the Note and Security Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by
reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 3.02 by reference.