Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item Entry 1.01 into a Material Definitive Agreement Short-Term Note On August 12, 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 Abri Capital Limited (the “ Abri )” pursuant to which the Company entered into a $666,666 senior secured loan with a 25% original issue…
Filed Aug 18, 2026Accepted Aug 18, 2026, 4:05 PM EDTCIK 2019793Accession 0001493152-26-039009
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
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry
1.01 into a Material Definitive Agreement
Short-Term
Note
On
August 12, 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 Abri Capital Limited (the “ Abri )”
pursuant to which the Company entered into a $666,666 senior secured loan with a 25% original issue discount, resulting in a purchase
price of $500,000.
The
loan amount is equal to $666,666 with a 25% original issue discount. The note bears interest at ten percent (10%) per annum, payable
monthly and on the August 20, 2026 (the “ Maturity Date ”). Default interest accrues at 18% per annum. The note
is non-amortizing and no payments are due prior to the Maturity Date.
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.
To
secure the loan, the Company granted Abri 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
Abri 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 Unregistered
3.02 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. The Company
issued such securities in reliance upon exemption from securities registration afforded by Section 4(a)(2) of the Securities Act, and/or
Rule 506(b) of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.