Business Context and Reporting Period
XCF Global, Inc. (SAFX), a Delaware corporation, filed a Current Report on Form 8-K dated September 14, 2026. The filing reports the entry into a material definitive agreement to establish an "at-the-market" equity offering program.
Key Financial Metrics and Transaction Details
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. The primary financial data relates to the new capital raising facility:
- Aggregate Offering Size: Up to $100,000,000 of Class A Common Stock.
- Commission Rate: Up to 3.0% of gross sales proceeds.
- Legal Fees: Up to $75,000 for initial execution and up to $7,500 per calendar quarter thereafter.
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes
The material change reported is the execution of a Sales Agreement with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC (the "Agents"). This agreement enables the Company to sell shares through the Agents on The Nasdaq Capital Market or other trading venues. No changes to prior period financial results are disclosed in this document.
Outlook, Risks, and Contingencies
Management Commentary: The Company intends to utilize the net proceeds for working capital and general corporate purposes. The Agents are not required to sell a specific number of shares but will use commercially reasonable efforts.
Termination and Risks:
- The Company may terminate the agreement with five days' written notice.
- Agents may terminate immediately in the event of a material adverse effect or market disruptions.
- Sales are subject to market conditions and the discretion of the Agents.
Investor Verification Checklist
- Verify the current market price of XCF Global's Class A Common Stock (SAFX) to assess potential dilution impact.
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific covenants and termination clauses.
- Check the Company's most recent 10-K or 10-Q for current cash balances and liquidity needs to understand the urgency of the offering.
- Monitor future filings for actual sales volumes and proceeds generated under this agreement.