8-K
Elvictor Group, Inc. (ELVG)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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): March 16,
2026
| ELVICTOR GROUP, INC. |
|---|
(Exact name of registrant as specified in its charter)
| Nevada | 000-56508 | 83-1498144 |
|---|---|---|
| (State of Incorporation) | (Commission File Number) | (IRS Employer ID No.) |
10-12, Agiou Nikolaou Str.,
18533, Piraeus, Greece
(Address of principal executive offices)
Registrant’s telephone number, including area code
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):
| ☐ | 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<br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR<br>240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name 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 (§230.405 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 referred to herein as the “Company”).
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changein Fiscal Year.
On January 30, 2026, the Company’s Board of Directors and Majority Stockholder approved a 1-for-500 reverse stock split of the Company’s authorized, issued, and outstanding common stock, par value $0.0001 per share (the “Common Stock”).
To effectuate the Reverse Stock Split, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada. Pursuant to Nevada Revised Statutes Section 78.209, the Reverse Stock Split did not require a change to the Company’s authorized share capital, which remains at 700,000,000 Common Stock Shares.
Item 8.01 Other Events.
On March 16, 2026, the Financial Industry Regulatory Authority (“FINRA”) published the Reverse Stock Split on its Daily List. The Reverse Stock Split is effective for trading purposes on the OTC Markets at the opening of business on March 17, 2026 (the “Market Effective Date”).
Summary of the Reverse Stock Split:
| ● | Ratio: 1-for-500. |
|---|---|
| ● | New CUSIP: The Common Stock will now trade under the new CUSIP number 290393206. |
| --- | --- |
| ● | Ticker Symbol: In accordance with FINRA requirements, a “D” will<br>be appended to the Company’s ticker symbol for 20 business days to notify the market of the split. During this period, the Company<br>will trade under the symbol “ELVGD.” * Share Capital: The Company’s issued and outstanding shares of Common Stock will<br>be reduced from 414,448,757 shares (pre-split) to approximately 828,898 shares (post-split). |
| --- | --- |
| ● | Fractional Shares: No fractional shares will be issued. Any stockholder who<br>would otherwise be entitled to a fractional share will have such fraction rounded up to the nearest whole share. |
| --- | --- |
On March 18, 2026, we plan to publish a press release titled “Elvictor Group Announces Approval of Reverse Stock Split”.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release, dated March 17, 2026. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| ELVICTOR GROUP, INC. | ||
|---|---|---|
| By: | /s/ Konstantinos Galanakis | |
| Name: | Konstantinos Galanakis | |
| Title: | Chief Executive Officer | |
| Date: March 18, 2026 |
2
Exhibit 99.1
FOR IMMEDIATE RELEASE
Elvictor Group Announces Approval of ReverseStock Split
ATTIKI, Greece–March 18, 2026. Elvictor Group Inc. (OTC: ELVG) (“Elvictor” or the “Company”), a leader in maritime recruitment and crew management, today announced that its Board of Directors and stockholders holding a majority of the Company’s voting power have approved a reverse stock split of the Company’s common stock at a ratio of 1-for-500.
The reverse stock split was approved by written consent of stockholders representing approximately 90.3% of the Company’s voting power and will be affected without a stockholder meeting.
Upon effectiveness, every 500 of shares issued and outstanding common stock will be combined into one share, reducing the number of outstanding shares from approximately 414.4 million to approximately 0.83 million. The number of authorized shares will remain unchanged. The Company’s trading symbol will remain unchanged, although on the OTCID a “D” will be temporarily appended as the fifth character on the trading symbol for 20 business days with March 17, 2026 as the first business day with the D added and with day 20, April 14, 2025, as the last business day the D will be added. This is a standard procedure for all reverse stock splits to notify the market of a capital change.
No fractional shares will be issued in connection with the reverse stock split, and any fractional interests will be rounded up to the nearest whole share.
The reverse split is expected to become effective following the required notice period and regulatory processing, including filings with the State of Nevada and FINRA.
The Company expects the reverse stock split to support a higher per-share trading price, and planned uplisting strategy.
Konstantinos S. Galanakis, CEO of Elvictor Group Inc. commented: “This reverse stock split is a key step in our strategy to satisfy the quantitative listing requirements of a national securities exchange. We believe this move will better position the Company to attract a broader range of investors as we continue to execute our growth plan.”
About Elvictor Group, Inc.
Elvictor Group, Inc. (OTCID: ELVG) is transforming the fragmented maritime industry through its fully digitalized crew and ship management platform designed to enhance operational efficiency and reduce costs. With a strategic focus on AI-driven workforce solutions, M&A-driven expansion, and cost-efficient vessel ownership, Elvictor is ushering in a new era of transparency in the shipping industry. For more information, visit: https://www.elvictorgroup.com, and follow us on LinkedIn.
Investor and Media Contact:
Investor Relations
Jonathan.Paterson@harbor-access.com
Tel +1 475 477 9401
Cautionary Note Regarding Forward-LookingStatements
Some of the statements in this press release may be forward-looking statements or statements of future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, as to the accuracy, completeness, or updated status of such statements. Therefore, in no case whatsoever will the Company and its affiliates be liable to anyone for any decision made or action taken in conjunction with the information and/or statements in this press release or for any related damages.