8-K/A

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported)

December 17, 2024

Vassileos

Constantinou 79

Vari, 16672, Attiki, Greece

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code

646-491-6601

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark 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. ☐

Elvictor Group, Inc. is referenced herein as “Elvictor”, “we”, “our”, “us”, or the “Company”

Item 7.01 - Regulation FD Disclosure.

On December 23, 2024, we will be issuing a press release titled: **“**Elvictor Group, Inc. (OTCPK: ELVG) enters into an Agreement with CIM Securities to raise up to $7,000,000 in Funding”

The information in this Current Report on Form 8-K/A with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K/A (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.

Item 9.01 Financial Statements and Exhibits

The exhibits listed below are filed or furnished herewith.

1

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.

2

Exhibit 99.1

Elvictor Group, Inc. Inc enters into an Agreementwith CIM Securities

to raise up to $7,000,000 in Funding

December 23, 2024.  Elvictor Group, Inc. (the “Company” or “Elvictor”) (OTCPK: ELVG), reported today that it has entered into an engagement agreement with CIM Securities, LLC, a FINRA member broker-dealer as the Managing Placement Agent to raise up to $7,000,000 in a Regulation D, Rule 506(c) offering open only to verified accredited investors and subject to securing a Lead Investor.

The securities sold in this Offering will not be registered under the Securities Act of 1933, as amended, in reliance upon an exemption from securities registration afforded by the provisions of Regulation D, and Rule 506(c), as promulgated by the Commission under the Securities Act. Regulation D Rule 506(c) is for accredited investors only.

THE PRELIMINARY OFFERING MATERIALS BEING USED BY CIM SECURITIES CAN BE ACCESSED AT OUR WEBSITE, AS FOLLOWS:

Linkto Investor Deck

https://www.elvictorgroup.com/downloads/ElvictorDeck-FINAL.pdf

Linkto Introductory Email

https://www.elvictorgroup.com/downloads/ELVICTOR_CIM_SECURITIES_SHORT_EMAIL_DEC2024.pdf

AboutElvictor Group, Inc.:

Prior to becoming a publicly traded company in 2017, Elvictor operated as a private Greece corporation since 1977. The Company’s common stock is publicly traded (OTCPK: ELVG). The Company operates a global marine crew management/staffing company that provides innovative maritime solutions. Since 2001, under the direction of CEO Konstantinos Galanakis, the Company has adopted a cloud-based system to enhance crew management and streamline recruitment. Elvictor provides various marine services, including crew management, training, consulting, and ship management. The Company emphasizes crew welfare through ongoing training and boosting employee satisfaction and productivity. Based in Vari, Greece, Elvictor believes it has a strong Europe & Asia Pacific presence, serving a diverse clientele in key locations, including Ukraine, Georgia, the Philippines, Russia, India, Sri Lanka, Pakistan, Myanmar, and Indonesia.

SafeHarbor Statement

The press release may include certain statements that are not descriptions of historical facts but are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. These forward-looking statements may include the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking terminology such as “may,” “expects,” “believes,” “anticipates,” “intends,” “projects,” or similar terms, variations of such terms or the negative of such terms. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. Such information is based upon various assumptions made by, and expectations of, our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to significant economic and competitive uncertainties and contingencies beyond our control and upon assumptions with respect to the future business decisions which are subject to change. Accordingly, there can be no assurance that actual results will meet expectations and actual results may vary (perhaps materially) from certain of the results anticipated herein. No information in this press release should be construed in any way whatsoever as an indication of the Company’s future revenues, results of operations, or revenues.