Elvictor Group, Inc. filed a Form 8-K on October 27, 2026, disclosing that it entered into an Equity Purchase Agreement with Quick Capital, LLC on October 23, 2026, under which the investor committed to purchase up to $5,000,000 of the company's common stock at the company's election over a defined commitment period.

Key Highlights

  • Up to $5,000,000 commitment: Quick Capital, LLC agreed to purchase up to $5,000,000 of Elvictor Group common stock, par value $0.0001 per share, subject to conditions and limitations stated in the agreement.
  • Company retains discretion: According to the filing, "The Company is not obligated to sell any shares under the Purchase Agreement."
  • Purchase price set at 85%: The purchase price for each put is 85% of the lowest trading price during the five-trading-day valuation period after put shares are delivered, meaning price is not fixed at the time the put notice is sent.
  • Commitment fee issued: On the execution date, the company issued 41,618 shares of common stock and a pre-funded warrant to purchase 53,168 shares, together valued at approximately $200,000 based on $2.11 per share; these are non-refundable.
  • Placement agent fees: Rodman and Renshaw LLC will receive a 5.0% cash fee on gross proceeds at each closing, $12,500 in legal fees, and warrants equal to 10.0% of put shares at each closing, with a five-year term and exercise price of 125% of the applicable purchase price.
  • 36-month commitment period: The commitment period runs for up to 36 months from October 23, 2026, or until an earlier termination event, including the investor purchasing the full $5,000,000 or the company's written notice of termination.
  • Financing restrictions apply: Until the later of 18 months after the execution date and termination of the agreement, the company may not enter another equity line of credit without the investor's consent.

Elvictor Group's Equity Purchase Agreement With Quick Capital: Key Terms

Elvictor Group, Inc., whose common stock is quoted on the OTC market under the symbol "ELVG," disclosed the agreement in a filing that reported the event date as October 22, 2026. The Equity Purchase Agreement, executed on October 23, 2026, gives the company the option to deliver written put notices requiring Quick Capital, LLC to buy shares of common stock. Each put must be at least $20,000 and may not exceed the lesser of $100,000 or 100% of the average daily dollar trading volume over the five trading days before the investor receives the notice. A new put notice generally cannot be delivered until five trading days after the prior put date, with a limited exception if trading volume on any day in that interval exceeds 300% of the prior put shares.

The filing explains that the effective yield to the company is lower than the 85% purchase price figure suggests. For each put, the company issues 107% of the shares for which the investor pays, with the additional 7% serving as additional consideration. The filing states that, taken together, "the Company will receive, before Clearing Costs and the placement agent fee described below, approximately 79.4% of the lowest trading price during the Valuation Period for each share it issues." Clearing costs borne by the investor are deducted from the investment amount and are not capped under the agreement. The filing also notes that because the valuation period begins after put shares are delivered, the investor's own resales during that period can affect the purchase price.

Several conditions must be satisfied before the investor is obligated to purchase shares, including an effective registration statement covering resale of put shares and commitment shares, a last reported trading price of at least $2.11 per share at the time the put notice is delivered, and the investor not beneficially owning more than 4.99% of outstanding common stock after the put. The company must also have reserved 1,000,000 shares of common stock for the investor and remain current in its Exchange Act reporting obligations. The filing notes that the company "may be unable to sell the full $5,000,000, or any amount, under the Purchase Agreement."

What Was Disclosed

Elvictor Group disclosed the entry into an Equity Purchase Agreement with Quick Capital, LLC on October 23, 2026, covering up to $5,000,000 in potential common stock sales, along with the issuance of commitment shares, a pre-funded warrant, and engagement terms for placement agent Rodman and Renshaw LLC.