XCF Global Inc.
10/27/2025 | Press release | Distributed by Public on 10/27/2025 15:30
Material Agreement (Form 8-K)
| Item 1.01 | Entry into a Material Definitive Agreement |
On October 22, 2025, XCF Global, Inc. (the "Company") entered into two separate promissory notes (the "Notes") with two separate institutional lenders, each in the principal amount of $560,000, for an aggregate principal amount of $1,120,000 (individually, a "Note" and collectively, the "Notes"). Each Note includes an original issue discount of $60,000 resulting in net proceeds of $500,000 for each Note (or $1,000,000 in the aggregate).
The Notes bear no interest except upon an event of default, at which point interest accrues at 12% per annum on overdue amounts. The Notes mature three months from disbursement of the loan proceeds. Disbursement is conditioned upon the filing of a registration statement with the Securities and Exchange Commission registering shares of the Company's common stock issuable under the Purchase Agreement dated May 30, 2025, with Helena Global Investment Opportunities 1 Ltd.
The Company is required to apply 50% of net proceeds from sales of common stock under the Purchase Agreement to repay the Notes on a pro rata basis. The Notes also contain mandatory prepayment provisions requiring immediate repayment using proceeds from any debt issuances other than permitted debt.
The Notes contain additional customary representations, warranties, affirmative and negative covenants, and events of default. The negative covenants include restrictions on incurring additional indebtedness (other than permitted debt) and creating liens on Company assets, subject to customary exceptions. The Notes include equal treatment provisions requiring proportionate treatment of both Notes with respect to amendments, waivers, and payments.
The foregoing descriptions of the Notes do not purport to be complete and are qualified in their entirety by the terms and conditions thereof, the forms of which are filed herewith as Exhibit 10.1 and 10.2 and are incorporated into this Item 1.01 by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
XCF Global Inc. published this content on October 27, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 27, 2025 at 21:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]