General Enterprise Ventures Reports Key Agreements & Officer Changes

TL;DR

GEVI filed an 8-K: material agreement, equity sales, and exec changes. Watch closely.

AI Summary

General Enterprise Ventures, Inc. filed an 8-K on October 7, 2025, reporting on several key events as of September 30, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers, including compensatory arrangements. The filing also covers financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions, including new agreements and potential equity issuances, which could impact the company's financial structure and leadership.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in officers, which can introduce uncertainty and potential dilution.

Key Players & Entities

• General Enterprise Ventures, Inc. (company) — Filer
• 0000894556 (company) — Central Index Key
• 20251007 (date) — Filing Date
• 20250930 (date) — Period of Report
• 20251006 (date) — Date of Change

FAQ

Key Financial Figures

• $0.0001 — C Convertible Preferred Stock par value $0.0001 per share for an aggregate purchase pri
• $6,314,062 — hare for an aggregate purchase price of $6,314,062 (the "Series C Preferred Stock"), each
• $15.00 — of Common Stock at an offering price of $15.00 per share of Series C Preferred Stock a
• $6.00 — y upon issuance at an exercise price of $6.00 per share, subject to customary adjustm
• $350,000 — nt for legal fees in an amount equal to $350,000, and (iv) issued the Placement Agent, o
• $7.20 — ercise price of the Common Warrants, or $7.20 per share. The securities being offere
• $300,000.00 — ee Hundred Thousand and No/100 Dollars ($300,000.00) per year, a signing bonus of 6,250 sha

Filing Documents

• gevi_8k.htm (8-K) — 42KB
• gevi_ex41.htm (EX-4.1) — 82KB
• gevi_ex101.htm (EX-10.1) — 185KB
• gevi_ex102.htm (EX-10.2) — 77KB
• gevi_ex103.htm (EX-10.3) — 82KB
• gevi_ex104.htm (EX-10.4) — 77KB
• gevi_ex102img5.jpg (GRAPHIC) — 3KB
• gevi_ex102img6.jpg (GRAPHIC) — 3KB
• 0001640334-25-001784.txt ( ) — 794KB
• gevi-20250930.xsd (EX-101.SCH) — 5KB
• gevi-20250930_lab.xml (EX-101.LAB) — 13KB
• gevi-20250930_cal.xml (EX-101.CAL) — 1KB
• gevi-20250930_pre.xml (EX-101.PRE) — 8KB
• gevi-20250930_def.xml (EX-101.DEF) — 2KB
• gevi_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 30, 2025, General Enterprise Ventures, Inc. (the "Company") entered into Securities Purchase Agreements (the "Securities Purchase Agreements") with certain investors (the "Investors") for the issuance and sale (the "PIPE Offering") of (i) 420,937 shares of its Series C Convertible Preferred Stock par value $0.0001 per share for an aggregate purchase price of $6,314,062 (the "Series C Preferred Stock"), each convertible into 3.3333 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and (ii) warrants (the "PIPE Warrants") to purchase up to 701,563 shares of Common Stock at an offering price of $15.00 per share of Series C Preferred Stock and accompanying PIPE Warrant. The PIPE Warrants are exercisable immediately upon issuance at an exercise price of $6.00 per share, subject to customary adjustments for stock splits, reorganizations and such similar events, and will expire five years from the date of issuance. The 420,937 shares of Series C Preferred Stock are referred to herein as the "Preferred Stock Shares". The Securities Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. There is no trading market available for the Preferred Stock Shares or the PIPE Warrants on any securities exchange or nationally recognized trading system. The Company does not intend to list the Preferred Stock Shares or PIPE Warrants on any securities exchange or nationally recognized trading system. Univest Securities, LLC acted as placement agent (the "Placement Agent") in connection with the PIPE Offering, pursuant to that certain Placement Agency Agreement, dated as of September 30, 2025, between the Company and the Placement Agent (the "Placement Agency Agreement"). Pursuant to the Placement Agency Agreement, the Company (i) paid the Placement Agent a cash fee equal to 8% of the gross proceeds from the PIPE Offering, (ii)

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K with regard to the offer and sale of the Preferred Stock Shares and the PIPE Warrants to the Investors and the issuance of the Placement Agent Warrants is incorporated herein by reference. The Preferred Stock Shares, the PIPE Warrants, and the Placement Agent Warrants were issued and sold by the Company and the future issuance of Common Stock pursuant to conversions of the Preferred Stock Shares and the exercise of the PIPE Warrants and the Placement Agent Warrants in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers Director and Officer Resignations Effective September 15, 2025, John Costa resigned as a member of the Board of Directors of the Company. This resignation was not a result of any disagreements with the Company, its Board of Directors or its management regarding any matter relating to the Company's operations, policies, or practices. Effective as of October 1, 2025, Thedore Ralston resigned as Chief Executive Officer and President of the Company. This resignation was not a result of any disagreements with the Company, its Board of Directors or its management regarding any matter relating to the Company's operations, policies, or practices. 2 Director and Officer Appointments Effective as of September 15, 2025, Wesley J. Bolsen was appointed as a member of the Board of Directors of the Company to fill the vacancy created by Mr. Costa's resignation, Effective October 1, 2025, Mr. Bolsen was appointed as the Chief Executive Officer of the Company. Mr. Bolsen obtained a degree in electrical engineering with a minor in economics from the Rose-Hulman Institute of Technology, and thereafter obtained a ma

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 4.1 Form of PIPE Warrant 10.1 Form of Securities Purchase Agreement 10.2 Placement Agent Agreement 10.3 Form of Placement Agent Warrant 10.4 Employment Agreement dated effective October 1, 2025, by and between General Enterprise Ventures, Inc. and Wesley J. Bolsen 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding, the formation of the Corporation, the expected benefits from the Corporation, and the investments related to the Corporation. You can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Current Report on Form 8-K are based upon information available to us as of the date of this Current Report on Form 8-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements s

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. General Enterprise Ventures, Inc. Date: October 6, 2025 By : /s/ Wesley J. Bolsen Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR