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XCF Global, Inc. (NASDAQ:SAFX), currently trading at $1.32 and showing concerning financial health indicators according to InvestingPro data, announced Friday it has entered into a Convertible Note Purchase Agreement with EEME Energy SPV I LLC, allowing for the issuance and sale of up to $7.5 million in aggregate principal amount of convertible promissory notes in one or more closings, according to a statement based on an SEC filing. The company’s shares have declined 87% year-to-date, highlighting the significance of this financing arrangement.
On July 29, the company completed the initial closing under the agreement, issuing a note with a principal amount of $2.0 million to EEME Energy. As part of the arrangement, XCF Global agreed to pay EEME Energy an arrangement fee and advisory fee through the issuance of 750,000 and 200,000 shares of Class A Common Stock, respectively. With a current market capitalization of $125.66 million and an Altman Z-Score of 0.06 indicating potential financial distress, this financing move appears crucial for the company’s operations. InvestingPro subscribers can access detailed financial health metrics and expert analysis to better understand the implications of this deal.
Interest on the notes is set at 13.3% of the principal amount and will be paid in shares of Class A Common Stock rather than cash. The number of shares issued for interest payments will be determined by dividing the interest amount by a conversion price linked to the average volume-weighted average price (VWAP) over five trading days prior to conversion, multiplied by a factor of 0.9 for the initial closing and 0.95 for any subsequent closings. The company’s current ratio of 0.0 and total debt of $1.18 million suggest tight liquidity conditions, potentially explaining the preference for equity-based interest payments.
Upon conversion of the $2.0 million principal note, 1,262,620 shares of Class A Common Stock will be issuable. For interest on this note, 167,930 shares will be issued. Including the arrangement and advisory fees, a total of 2,380,550 shares are to be issued in connection with the initial closing.
EEME Energy SPV I LLC is affiliated with Majique Ladnier, who is also the sole member of two existing XCF Global shareholders, GL Part SPV I, LLC and GL Part SPV II, LLC. After accounting for the shares issuable upon conversion, EEME Energy and the GL entities collectively hold 28,499,605 shares, representing approximately 18.3% of XCF Global’s outstanding Class A Common Stock.
The notes and any shares issuable upon conversion have not been registered under the Securities Act of 1933 and are being offered and sold pursuant to exemptions from registration.
All information is based on a press release statement and the company’s SEC filing.
In other recent news, XCF Global has made significant strides in its operations and strategic partnerships. The company announced the creation of over 60 jobs at its New Rise Reno facility in Nevada, with plans to expand the workforce to approximately 100 by 2027. In a move to broaden its portfolio, XCF Global signed a non-binding Indication of Intent to acquire a renewable fuels infrastructure and feedstock solutions company, which involves issuing shares of its Class A Common Stock and assuming certain debt obligations. Additionally, XCF Global has partnered with Urvin Finance to launch a verified shareholder platform, aiming to provide authenticated shareholders with secure access to company updates and engagement opportunities.
The company has also appointed Camarco as its capital market communications adviser to enhance its engagement with the investment community following its recent Nasdaq listing. XCF Global has emphasized its commitment to using domestically sourced feedstocks for its renewable aviation fuel production, which supports American farmers and rural economies. This approach aligns with the company’s goal of advancing U.S. energy independence. These developments reflect XCF Global’s ongoing efforts to strengthen its market position and operational capabilities.
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