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 SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported)
November 16, 2022
| Elvictor Group, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 333-225239 | 82-3296328 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
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):
| ☐ | Written<br>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)) |
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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. ☐
Item 2.02. Results of Operation and Financial Conditions.
On November 16, 2022, Elvictor Group, Inc., a Nevada corporation (the “Company”), issued a press release (“Financials Release”) announcing its financial and operation results for the quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. You are advised that the financial information in the Financials Release for the quarter ended September 30, 2022, is unaudited. The Company also filed its unaudited financial statements for the quarter ended September 30, 2022 with its Quarterly Report on Form 10-Q on November 15, 2022.
The Financials Release contains certain statements and information that speak to the Company’s expectations or predictions of the future. These statements and information may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are subject to risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual results to differ materially from those expressed in or implied by these statements.
The information in this Item 2.02 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
On November 16, 2022, the Company issued a press release reporting its financial and operating results for the quarter ending September 30, 2022. This press release provides information on how to access the Company’s financial statements for the three and nine month periods ended September 30, 2022 by accessing the Company’s website at www.elvictorgroup.com. The Company expressly disclaims any obligation to update any information posted or available through its website, and cautions that the information set forth therein is only accurate as of the date indicated on such materials. The inclusion of any date or statement available on or through the Company’s website does not signify that such information is considered material.
The information in this Item 7.01 will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-LookingStatements
This Form 8-K contain, and may implicate, forward-looking statements regarding the Company, and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
Item 9.01. FinancialStatements and Exhibits.
| 99.1 | Earnings Release, dated November 16, 2022 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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. | |||
|---|---|---|---|
| Date: November 17, 2022 | By: | /s/Konstantinos Galanakis | |
| --- | --- | --- | --- |
| Name: | Konstantinos Galanakis | ||
| Title: | Chief Executive Officer |
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Exhibit 99.1
Elvictor Group Inc.Third Quarter 2022 Financial Results and Business Outlook
NEW YORK, Nov. 16, 2022 (GLOBE NEWSWIRE) -- Elvictor Group, Inc. (OTC Pink: ELVG) (“Elvictor” or the “Company”) announced today that on November 15, 2022, the Company filed with the U.S. Securities and Exchange Commission (“SEC”) its Quarterly Report on Form 10-Q, which includes the Company’s financial and operating results for the third quarter ended September 30, 2022 (the “Form 10-Q”). The Company’s financial statements for the three and nine month periods ended September 30, 2022, are available on the Company’s website at www.elvictorgroup.com and can also be found in the Company’s Form 10-Q which can be accessed on the SEC’s website at www.sec.gov.
Konstantinos Galanakis,Chief Executive Officer of Elvictor stated, “Elvictor achieved an increase of 8.9% and 50.8% in total revenue and gross profit, respectively, for the third quarter of 2022 compared to the same period in 2021, mostly due to the increased demand for our crew management services.”
“Especially in the current environment, crew management services represent a major growth opportunity for our company. Addressing the crew shortage issues the shipping industry is experiencing, we are working to build new pools of seafarers with our cloud-based system by accelerating promotions, cadetship programs, and the employment of more cadets onboard. Earlier this year, we announced that we are designing an upgrade to our cloud-based system to elevate logistics intelligence, allowing us to handle growth and recruitment volumes more efficiently.”
“As a growth company, we are excited and well-positioned to take advantage of the opportunities arising in our sector in the coming months. We are enhancing our technology and focusing on our future strategy to expand to ship ownership, third-party ship management, and acquisitions providing multiple revenue streams and diversification.”
Third Quarter 2022Financial Highlights:
Total revenues increased by $54,033, or 8.9%, to $662,647 for the three months ended September 30, 2022, compared to $608,614 for the same period ended September 30, 2021 while gross profit increased by $180,333, or 50.8%, to $535,391 for the third quarter of 2022 from $355,058 for the third quarter of 2021 driven by an increase in crew management clients and the reduced outsourcing of services in certain business areas.
The Company reported a net loss for the three months ended September 30, 2022 of $54,273, a 21.1% decrease compared to the reported net loss of $68,812 in the third quarter of 2021. This loss is mainly attributable to the increased expenses for professional fees, as well as the increase in compensation and personnel to support growth and management’s steps towards expansion.
| Amounts in USD | For the Three Months Ended<br> September 30, <br> 2022 | For the Three Months Ended<br> September 30, <br> 2021 | ||||
|---|---|---|---|---|---|---|
| Total Revenue | $ | 662,647 | $ | 608,614 | ||
| Gross Profit | $ | 535,391 | $ | 355,058 | ||
| Net loss | $ | (54,273 | ) | $ | (68,812 | ) |
Liquidity and CapitalResources
As of September 30, 2022, the Company had a working capital^1^ surplus of $407,147 compared to $371,736 as of September 30, 2021, representing an increase of 9.5%.
Aikaterini Bokou,Elvictor’s Chief Financial Officer, stated, “During fiscal year 2022, to date, we continued to increase our crew management clients and our total revenue and gross profit have improved significantly while costs we incurred have also increased as a result of our expansion. We consider the increase in the professional fees to be non-recurring to our business but necessary to assist us in our new business model that will increase our revenue streams”
About Elvictor Group,Inc.:
Elvictor Group, Inc. (OTC Pink: ELVG), a Nevada corporation, is a technology centric company driving innovation and efficiencies in global ship management. Utilizing leading edge technologies, Elvictor is developing, deploying, and converging innovative technologies that can improve vessel and crew management performance. Technologies that drive specific solutions that improve the efficient operation of vessels with cost-effective, timely, and reliable solutions. Solutions that meet the complex global regulatory compliance requirements of global crew and ship management and ensure that our clients achieve their goals and objectives.
For more information, visit http://www.elvictor.com.
| ^1^ | Working capital is defined as current assets minus current<br>liabilities. |
|---|
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Cautionary StatementRegarding Forward-Looking Statements
This press releasecontains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the SecuritiesAct of 1934. All statements other than statements of historical facts contained in this press release, including statements regardingour future results of operations and financial position, financial targets, business strategy, plans and objectives for future operations,are forward-looking statements. We have based these forward-looking statements largely on our current estimates of our financial resultsand our current expectations and projections about future events and financial trends that we believe may affect our financial condition,results of operations, business strategy, short term and long-term business operations and objectives, and financial needs as of the dateof this press release. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including thosedescribed under the heading “Risk Factors” in the Company’s filings with the Securities and Exchange Commission (the“SEC”). Moreover, the Company operates in a very competitive and rapidly changing environment. New risks emerge from timeto time. It is not possible for our management to predict all risks, including the adverse effects of the Covid-19 pandemic on our customers,suppliers and employees and our inability to predict or measure supply chain disruptions resulting from the COVID-19 pandemic and otherdrivers, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, maycause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks,uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual resultscould differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not relyupon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in theforward-looking statements are reasonable, the Company cannot guarantee that the future results, levels of activity, performance or eventsand circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the Company nor any other personassumes responsibility for the accuracy and completeness of the forward-looking statements. Except as required by law, the Company undertakesno obligation to update publicly any forward-looking statements for any reason after the date of this press release, to conform thesestatements to actual results or to changes in the Company’s expectations.
The Company’sfilings with the SEC are available to you and you should read the documents the Company has filed with the SEC for more complete informationabout the Company. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
CONTACTS:
Elvictor Group, Inc.
management@elvictorgroup.com
Investor Relations / Media Contact:
Nicolas Bornozis / Paul Lampoutis
Capital Link, Inc.
230 Park Avenue, Suite 1536
New York, N.Y. 10169
Tel.: (212) 661-7566
Fax: (212) 661-7526
Email: elvictor@capitallink.com
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