CFN Enterprises Inc. Completes Acquisition, Files 8-K

TL;DR

CFN Enterprises Inc. just closed a deal and filed an 8-K. Big moves happening.

AI Summary

CFN Enterprises Inc. announced on November 5, 2025, the completion of an acquisition. The filing details the entry into a material definitive agreement and the completion of the acquisition or disposition of assets. It also covers unregistered sales of equity securities and provides Regulation FD disclosures, along with financial statements and exhibits.

Why It Matters

This 8-K filing signals a significant corporate event for CFN Enterprises Inc., potentially impacting its business operations, financial structure, and future growth prospects.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry integration risks, potential financial strain, and market reception uncertainties.

Key Players & Entities

• CFN Enterprises Inc. (company) — Registrant
• November 5, 2025 (date) — Report Date
• November 3, 2025 (date) — Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• Accelerize Inc. (company) — Former Company Name
• ACCELERIZE NEW MEDIA INC (company) — Former Company Name

FAQ

Filing Documents

• cnfn-20251105_8k.htm (8-K) — 24KB
• cfn_ex2z1.htm (EX-2.1) — 219KB
• 0001096906-25-001750.txt ( ) — 388KB
• cnfn-20251105_def.xml (EX-101.DEF) — 2KB
• cnfn-20251105_lab.xml (EX-101.LAB) — 13KB
• cnfn-20251105_pre.xml (EX-101.PRE) — 8KB
• cnfn-20251105.xsd (EX-101.SCH) — 2KB
• cnfn-20251105_8k_htm.xml (XML) — 2KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On November 3, 2025, CFN Enterprises Inc., or the Company, along with the Company's wholly owned subsidiary, J Street Capital Partners, LLC, or J Street, entered into a Securities Purchase Agreement with Thomas Hinde, or the Seller, the owner of all of the equity interests of Prestige Worldwide Wine Company, LLC, a California limited liability company, or Prestige, whereby J Street will acquire 100% of Prestige from the Seller. J Street is an importer and wholesaler of wines and alcoholic beverages which currently distributes its products to Nevada, New York, New Jersey, Florida and California and its customers include bars, restaurants, casinos and hotels. Prestige is a winemaking consulting company that provides winemaking services to third parties. The acquisition of Prestige includes its global trademarks, intellectual property, formulations and its distributor network and client base. The consideration to be paid to the Seller at closing for Prestige is an aggregate of 150,000 shares of the Company's common stock. The securities to be issued by the Company will be issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. The Seller has agreed to limit sales of Company common stock acquired from the sale of Prestige consisting of a 12 month lockup from the date of issuance and a 48 month leak-out. The closing of the transaction is subject to satisfaction or waiver of certain customary closing conditions. The foregoing is a description of the material terms and conditions of the Securities Purchase Agreement, and is not a complete description thereof. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The representations and warranties of each party set forth in such agreement have been made s

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets To the extent required by Item 2.01 of Form 8-K, the disclosure set forth in Item 1.01 of this Current Report on Form 8-K with respect to the shares of common stock issued to the Seller is incorporated by reference in this Item 2.01. The acquisition of Prestige closed on November 3, 2025, and in connection with the acquisition, the Company issued 150,000 shares of Company common stock to the Seller, pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities To the extent required by Item 3.02 of Form 8-K, the disclosure set forth in Item 1.01 and Item 2.01 of this Current Report on Form 8-K with respect to the shares of common stock issued to the Seller is incorporated by reference in this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure In connection with the closing of the acquisition of Prestige, J Street entered into a consulting agreement with Wine Trends Marketing, LLC, a Delaware limited liability company, providing for the winemaking consulting services of Thomas Hinde for an initial one year period. One of the most experienced wine industry experts in California, Tom Hinde has extensive expertise in all facets of the wine business – from vineyard cultivation to winery management and hands-on artisan winemaking – his broad skill set has been instrumental in the success of many brands created by him. Tom's impressive resume spans over three decades with prior posts at some of California's most acclaimed wineries: from 2005 to 2010, Tom was President, CEO and Director of Winemaking for Flowers Vineyard and Winery, a specialty Pinot Noir and Chardonnay producer located on the Sonoma Coast. From 1997 to 2005, Tom was General Manager for Kendall-Jackson Wine Estates and helped develop two famed Napa Valley Cabernet Sauvignon programs as part of the winemaking teams for Lokoya and Cardinale. Additionally, Tom supported the winemaking team at Stonestreet Winery and launched the world-renowned Vrit Estate. For seven years, Tom was General Manager at La Crema and Hartford Family Winery where he helped build La Crema into one of Sonoma County's most prominent wine producers. At Prestige, Tom has leveraged his longstanding grower relationships to source from Napa Valley's most sought-after fruit, providing him with the top-quality grapes necessary to craft the finest Cabernet Sauvignon from the region. From Sonoma County, he outsources the best fruit from the Russian River Valley region considered one of the best wine growing regions in the world. This combined with Tom's deft winemaking approach and exceptional palate has propelled the highly coveted wines world-wide. Tom has a Bachelor of Science degree in Business Administration from the University of Toledo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Securities Purchase Agreement entered into on November 3, 2025

SIGNATURES

SIGNATURES 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. CFN ENTERPRISES INC. By: /s/ Brian Ross Name: Brian Ross Title: President and Chief Executive Officer Date: November 5, 2025

View Full Filing

View this 8-K filing on SEC EDGAR