UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~July~~June 54, ~~2024~~2025 (May 29, 2025)

CFN ENTERPRISES INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-52635		90-1559541
(Commission File Number)		(IRS Employer Identification No.)

600 E. 8th Street Whitefish, Montana		59937
(Address of Principal Executive Offices)		(Zip Code)

833-420-2636

(Registrant’s Telephone Number, Including Area Code)

(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: None

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 51.~~07Submission~~01. ofEntry ~~Matters~~into to a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

On ~~June~~May 1729, ~~2024~~2025, CFN Enterprises Inc., (or the “Company”), ~~commenced~~entered into a ~~written~~Securities ~~consent~~Purchase ~~solicitation~~Agreement ~~from~~with ~~its~~J ~~stockholders~~Street toCapital ~~approve~~Partners, anLLC, ~~amendment~~a toFlorida limited liability company, or J Street, and the ~~Company’s~~owner ~~Certificate~~of all of ~~Incorporation~~the equity interests of J Street, asor ~~amended~~the Seller, towhereby ~~effect~~the aCompany ~~reverse~~will ~~split~~ acquire 100% of J Street from the ~~Company’s~~Seller. ~~common~~J ~~stock~~Street is an importer and wholesaler of wines and alcoholic beverages which currently distributes its products to Nevada, ~~par~~New ~~value~~York, ~~$0.001~~New ~~per~~Jersey, ~~share~~Florida ~~(the~~and ~~“Common~~California ~~Stock”)~~and its customers include bars, inrestaurants, ~~the~~casinos ~~range~~and ~~from~~hotels. ~~1-for-2~~The toacquisition ~~1-for-50~~of J Street consists of its inventory, ~~with~~import ~~the~~and ~~exact~~export ~~ratio~~licenses, intellectual property, formulations and its distributor network and client base. The consideration to be ~~determined~~paid into the ~~sole~~Seller ~~discretion~~at closing for J Street is an aggregate of 1.5 million shares of the Company’s ~~Board~~common ofstock. ~~Directors~~Subject to a 15% net profit requirement and minimum annual revenue requirements ($2 million for the ~~“Board”)~~remainder noof ~~later~~the ~~than~~2025 ~~one~~calendar year; ~~after~~$10 ~~approval~~million (for the ~~“Amendment”~~2026 calendar year), ~~and~~ the ~~first~~Seller ~~consent~~may ~~was~~earn ~~mailed~~up onto ~~June~~an ~~21,~~aggregate ~~2024~~of 7.25 Asmillion shares of ~~July~~Company 5,common ~~2024,~~stock ~~the~~based ~~Company’s~~on ~~stockholders~~J ~~had~~Street ~~approved~~achieving ~~the~~an ~~Amendment~~aggregate revenue target in excess of $30 million, and the Company ~~ended~~has agreed to provide working capital of approximately $500,000 through the ~~written~~end ~~consent~~of ~~solicitation~~2026 towards J Street to achieve revenue targets. The ~~Amendment~~securities ~~required~~to be issued by the ~~written~~Company ~~consent~~will be issued pursuant to an exemption under Section 4(a)(2) of the ~~majority~~Securities Act of ~~the~~1933, ~~Company’s~~as ~~issued~~amended. ~~and~~The ~~outstanding~~Seller ~~shares~~has agreed to limit sales of ~~Common~~Company ~~Stock.~~common Atstock acquired from the ~~record~~sale ~~date~~of ~~for~~J ~~the~~Street ~~written~~consisting ~~consent~~of ~~solicitation~~a ~~the~~12 ~~Company~~month ~~had~~lockup ~~82,210,664~~from ~~shares~~the date of ~~Common~~issuance ~~Stock~~and ~~issued~~a ~~and~~48 ~~outstanding~~month leak-out. The ~~votes~~closing as of ~~July~~the 5,transaction ~~2024~~is ~~were~~subject asto ~~follows,~~satisfaction ~~with~~or ~~holders~~waiver of ~~60.98%~~certain ofcustomary ~~the~~closing ~~Company’s~~conditions, ~~issued~~including ~~and~~the ~~outstanding~~delivery ~~shares~~ of ~~Common~~certain ~~Stock~~other ~~approving~~agreements ~~the~~and ~~Amendment:~~consents.

For		Against		Abstain		Broker Non-Votes
50,128,962		-		-		-

The foregoing is a description of the material terms and conditions of the Securities Purchase Agreement, and is not a complete description thereof. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The representations and warranties of each party set forth in such agreement have been made solely for the benefit of the other party thereto for the purpose of allocating contractual risk between the parties and not for the purpose of establishing matters as to fact. In particular, the assertions embodied in the representations and warranties contained in the agreement (i) may have been qualified, modified, or excepted by confidential disclosures made to the other party for the purpose of allocation of contractual risk, (ii) are subject to materiality qualifications contained in the agreement which may differ from what may be viewed as material by investors and (iii) were made only as of the date of the agreement or such other date as is specified in the therein. Accordingly, the representations and warranties in the agreement should not be viewed or relied upon as characterizations of the actual state of facts about the parties thereto.

IfItem the Board determines to implement the Amendment, the Company will communicate to the public, prior to the effective time of the Amendment, additional details regarding the Amendment (including the final reverse split ratio, as determined by the Board)9.01. ~~The~~Financial ~~Board~~statements ~~reserves~~and ~~the right to elect not to proceed with implementing the Amendment if it determines, in its sole discretion, that the Amendment is no longer in the best interests of the Company or its stockholders.~~Exhibits

~~SIGNATURES~~(d) Exhibits.

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.

Exhibit Number		Description
2.1		Securities Purchase Agreement entered into on May 29, 2025

~~CFN ENTERPRISES INC. By: /s/ Brian Ross Name: Brian Ross Title: President and Chief Executive Officer~~SIGNATURES

~~Date:~~Pursuant ~~July~~to 5the requirements of the Securities Exchange Act of 1934, ~~2024~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CFN ENTERPRISES INC.
	By:	/s/ Brian Ross
	Name:	Brian Ross
	Title:	President and Chief Executive Officer

Date: June 4, 2025

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