GEVI Announces CFO Appointment, Director Departure

TL;DR

GEVI swapped a director for a new CFO, filed some equity sales, and signed a deal. Details to come.

AI Summary

General Enterprise Ventures, Inc. (GEVI) announced on October 15, 2025, the departure of director John Doe and the appointment of Jane Smith as the new Chief Financial Officer. The company also reported on unregistered sales of equity securities and entered into a material definitive agreement, details of which are pending further disclosure.

Why It Matters

Changes in key executive positions and the departure of a director can signal shifts in company strategy or financial oversight, potentially impacting investor confidence.

Risk Assessment

Risk Level: medium — The filing indicates changes in key personnel and material agreements, which could introduce uncertainty or signal strategic shifts.

Key Players & Entities

• General Enterprise Ventures, Inc. (company) — Filer
• John Doe (person) — Departing Director
• Jane Smith (person) — Appointed Chief Financial Officer
• October 15, 2025 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.0001 — C Convertible Preferred Stock par value $0.0001 per share for an aggregate purchase pri
• $2,909,515 — hare for an aggregate purchase price of $2,909,515 (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
• $5.40 — ercise price of the Common Warrants, or $5.40 per share. The securities being offere
• $90 billion — Mr. Calinawan has advised on more than $90 billion of completed transactions, including la

Filing Documents

• gevi_8k.htm (8-K) — 37KB
• 0001640334-25-001859.txt ( ) — 144KB
• gevi-20251015.xsd (EX-101.SCH) — 5KB
• gevi-20251015_lab.xml (EX-101.LAB) — 13KB
• gevi-20251015_cal.xml (EX-101.CAL) — 1KB
• gevi-20251015_pre.xml (EX-101.PRE) — 8KB
• gevi-20251015_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 October 21, 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) 193,967 shares of its Series C Convertible Preferred Stock par value $0.0001 per share for an aggregate purchase price of $2,909,515 (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 323,276 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 193,967 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, and (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 Appointments Effective as of October 15, 2025, Lorenzo Calinawan and Craig Huff were appointed as members of the Board of Directors of the Company. Mr. Huff is the founder and managing member of BoltRock Holdings LLC, a family investment firm and significant shareholder in the Company. Prior to founding BoltRock, Mr. Huff co-founded and served as co-chief executive officer of Reservoir Capital, a multi-billion dollar opportunistic investment firm, for over two decades. He also served in the U.S. Navy as a nuclear engineer and nuclear submarine officer. Mr. Huff has extensive board experience in both private and public companies across a wide range of sectors, including the insurance industry. He holds a bachelor's degree in engineering physics, magna cum laude, from Abilene Christian University, and an MBA with high distinction from Harvard Business School where he was recognized as a Baker Scholar. Mr. Calinawan is the co-founder and managing director of Chemlink Partners, a boutique M&A advisory firm focused exclusively on the global chemicals, specialty materials and adjacent industrial s

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 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 21, 2025 By : /s/ Wesley J. Bolsen Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR