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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 or other jurisdiction of incorporation) (Commission File Number) (IRS 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 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 (§230.45 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 Bures 09/30/2022 25,000 $0.20 Common § 4(a)(2)/Reg D
Leonard Smith 09/30/2022 50,000 $0.20 Common § 4(a)(2)/Reg S
Brian Buckley 09/30/2022 300,000 $0.20 Common § 4(a)(2)/Reg S
Peter Van Seggelen 09/30/2022 125,000 $0.20 Common § 4(a)(2)/Reg S
Bruce Carson 09/30/2022 125,000 $0.20 Common § 4(a)(2)/Reg S
Louis Basque 09/30/2022 25,000 $0.20 Common § 4(a)(2)/Reg S
Andrew Barry 09/30/2022 62,500 $0.20 Common § 4(a)(2)/Reg S
Melanie Ellenburgh 09/30/2022 62,500 $0.20 Common § 4(a)(2)/Reg S
Orion Winkelmeyer 09/30/2022 300,000 $0.20 Common § 4(a)(2)/Reg S
Jim Silye 09/30/2022 50,000 $0.20 Common § 4(a)(2)/Reg S
James Stephen Gardiner + Licia Gardiner 09/30/2022 75,000 $0.20 Common § 4(a)(2)/Reg S
Robert Breakell 09/30/2022 50,000 $0.20 Common § 4(a)(2)/Reg S
Lawrence Jean 09/30/2022 50,000 $0.20 Common § 4(a)(2)/Reg S
Natasha Blaisdell 09/30/2022 75,000 $0.20 Common § 4(a)(2)/Reg S
Jeffrey King 09/30/2022 25,000 $0.20 Common § 4(a)(2)/Reg S
Daniel John Dunlop 09/30/2022 150,000 $0.20 Common § 4(a)(2)/Reg S
Enkore Custom Homes 09/30/2022 50,000 $0.20 Common § 4(a)(2)/Reg S
Orsa & Company(1) 09/30/2022 200,000 $0.20 Common § 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: October 18, 2022   By: /s/ Ruairidh Campbell
    Name: Ruairidh Campbell
    Title: Chief Executive Officer

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