8-K
ARVANA INC (AVNI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2022
ARVANA
INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-30695 | 87-0618509 |
|---|---|---|
| (State<br> or other jurisdiction of incorporation) | (Commission<br> File Number) | (IRS<br> Employer Identification No.) |
299 Main Street, 13th Floor, Salt Lake City, Utah
84111
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (801)
232-7395
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| n/a | n/a | n/a |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.45 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check number if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
3.02. Unregistered Sales of Equity Securities.
On September 30, 2022, the board of directors of Arvana Inc. (“Company”) approved the issuance of one million eight hundred thousand (1,800,000) shares of restricted common stock, par value $0.001, to sixteen individuals (16) and two (2) entities, pursuant to exemptions from registration promulgated under Securities and Exchange Act of 1933, as amended (“Securities Act”) as follows:
| Name | Effective | Shares | Price | Class | Exemptions |
|---|---|---|---|---|---|
| Cathy<br> Bures | 09/30/2022 | 25,000 | $0.20 | Common | §<br> 4(a)(2)/Reg D |
| Leonard<br> Smith | 09/30/2022 | 50,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Brian<br> Buckley | 09/30/2022 | 300,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Peter<br> Van Seggelen | 09/30/2022 | 125,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Bruce<br> Carson | 09/30/2022 | 125,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Louis<br> Basque | 09/30/2022 | 25,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Andrew<br> Barry | 09/30/2022 | 62,500 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Melanie<br> Ellenburgh | 09/30/2022 | 62,500 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Orion<br> Winkelmeyer | 09/30/2022 | 300,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Jim<br> Silye | 09/30/2022 | 50,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| James<br> Stephen Gardiner + Licia Gardiner | 09/30/2022 | 75,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Robert<br> Breakell | 09/30/2022 | 50,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Lawrence<br> Jean | 09/30/2022 | 50,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Natasha<br> Blaisdell | 09/30/2022 | 75,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Jeffrey<br> King | 09/30/2022 | 25,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Daniel<br> John Dunlop | 09/30/2022 | 150,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Enkore<br> Custom Homes | 09/30/2022 | 50,000 | $0.20 | Common | §<br> 4(a)(2)/Reg S |
| Orsa<br> & Company(1) | 09/30/2022 | 200,000 | $0.20 | Common | §<br> 4(a)(2)/Reg D |
^(1)^Orsa & Company is owned by Ruairidh Campbell, an officer and director of the Company, that settled amounts due for services rendered in the aggregate amount of $40,000 in exchange for the Shares.
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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.
| Arvana, Inc. | |
|---|---|
| Date:<br> October 18, 2022 | By: /s/ Ruairidh Campbell |
| Name: Ruairidh Campbell | |
| Title: Chief Executive Officer |
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