General Enterprise Ventures, INC. 8-K/A Filing

Key Financial Figures

• $5.40 — rice of the Placement Agent Warrants is $5.40 per share; and (ii) replace Exhibits 4.
• $6.00 — ding the PIPE Warrant exercise price to $6.00 and Exhibit 10.3 corrects a typographic
• $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
• $350,000 — nt for legal fees in an amount equal to $350,000, and (iv) issued the Placement Agent, o

Filing Documents

• gevi_8ka.htm (8-K/A) — 34KB
• gevi_ex41.htm (EX-4.1) — 83KB
• gevi_ex102.htm (EX-10.2) — 72KB
• gevi_ex103.htm (EX-10.3) — 77KB
• 0001640334-25-001959.txt ( ) — 441KB
• 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_8ka_htm.xml (XML) — 5KB

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)

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

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