Arvana Inc. Reports Unregistered Equity Sales

TL;DR

Arvana Inc. sold unregistered equity, potentially diluting shares.

AI Summary

On May 10, 2024, Arvana Inc. filed an 8-K report detailing unregistered sales of equity securities. The company, formerly known as Turinco Inc., is incorporated in Nevada and headquartered in Salt Lake City, Utah. This filing is related to the company's financial statements and exhibits.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the issuance of new equity without prior registration with the SEC.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can lead to dilution and may signal financial distress or a need for capital, increasing risk for existing investors.

Key Players & Entities

• Arvana Inc. (company) — Registrant
• Turinco Inc. (company) — Former company name
• May 10, 2024 (date) — Date of earliest event reported
• 299 Main Street, 13th Floor, Salt Lake City, Utah 84111 (address) — Principal executive offices

FAQ

Filing Documents

• avni051424form8k.htm (8-K) — 29KB
• ex10_1.htm (EX-10.1) — 35KB
• 0001607062-24-000189.txt ( ) — 240KB
• avni-20240510.xsd (EX-101.SCH) — 3KB
• avni-20240510_lab.xml (EX-101.LAB) — 33KB
• avni-20240510_pre.xml (EX-101.PRE) — 22KB
• avni051424form8k_htm.xml (XML) — 3KB

02

Item 3.02 Unregistered Sales of Equity Securities. On May 9, 2024, Arvana Inc. ("Arvana") signed a Consulting Services Agreement ("Agreement") with Bondock, LLC ("Bondock"), a related entity, dated effective on the approval of the Board of Directors as May 10, 2024. Under this Agreement, Bondock will provide consultancy services to aid in the development of an innovative real estate model that will focus on converting vacant malls, outlet locations, and other viable commercial spaces into distinctive entertainment venues tailored for specialty entertainment providers and related retailers. The scope of Bondock's consultancy includes operational expertise, managing the business model, identifying, and acquiring target properties, negotiating acquisition terms, attracting tenants, and delivering sales support. As remuneration for its services during the five-year term of the Agreement, Bondock has received 12,500,000 restricted shares of Arvana's common stock. According to the Agreement, these shares will become eligible for the removal of the restrictive legend in equal increments on each anniversary of the Agreement, contingent upon compliance with the rules and regulations of the Securities and Exchange Commission ("SEC"). Arvana has relied on the exemptions from registration provided by 4(a)(2) and Regulation D of the Securities Act of 1933, as amended. The issuance was made to Bondock, a sophisticated party with a pre-existing, substantial relationship with Arvana, acting as a controlling shareholder. This direct negotiation and comprehensive nature of the information that Bondock can access underscores its relationship with Arvana. Bondock has committed to holding the shares as an investment until they can be registered with the SEC or qualify for an exemption from registration under the terms of the Agreement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Consulting Services Agreement - Development of real estate business model 2 SIGNATURE 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. Arvana Inc. Date By: /s/ Ruairidh Campbell May 14, 2024 Name: Ruairidh Campbell Title: Chief Executive Officer and a Director 3

View Full Filing

View this 8-K filing on SEC EDGAR