Cyber Enviro-Tech (CETI) grants CEO single preferred share with 60% voting power
Rhea-AI Filing Summary
Cyber Enviro-Tech, Inc. issued one share of a new Special 2025 Series A Preferred Stock to its Chief Executive Officer, Kim D. Southworth, on March 11, 2026, in a private, unregistered transaction with no cash consideration. This single preferred share carries voting rights equal to approximately 60% of the total voting power of all outstanding voting securities, giving Mr. Southworth effective voting control of the company and resulting in a change in control as of that date.
The new preferred stock has no economic rights: it is not convertible into other securities and provides no dividends, distributions, or liquidation rights. It is designed solely to confer voting control. It replaces a prior preferred share created in 2020 that had similar voting rights but also conversion and economic rights; that older share has been acquired by the company and is held as treasury stock.
Positive
- None.
Negative
- Concentration of control in CEO: A single newly designated preferred share gives the CEO approximately 60% of total voting power, creating a formal change in control and significantly centralizing corporate decision-making authority.
Insights
New super-voting preferred share gives the CEO about 60% voting control with no added economic rights.
Cyber Enviro-Tech created a single share of Special 2025 Series A Preferred Stock and issued it to CEO Kim D. Southworth without cash consideration. That one share carries voting power equal to 60% of all outstanding voting securities, immediately shifting effective control to the CEO.
The company states the preferred share is intended to provide voting control only. It has no conversion feature, no dividend or distribution rights, and no liquidation rights. This structure centralizes governance authority while avoiding additional economic claims versus common shareholders.
The filing notes a similar preferred share from 2020, which included conversion and economic rights, is now held as treasury stock. The key effect of the new designation is durable concentration of voting power in management hands, which may influence future decisions on strategy, financing, and corporate actions.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): March 17, 2026 (
Exact name of Registrant as Specified in its Charter
| State or Other Jurisdiction of Incorporation | Commission File Number | IRS Employer Identification Number |
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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 | ||
| Class A Common Stock | CETI | OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 3.02. Unregistered Sales of Equity Securities
On March 11, 2026, Cyber Enviro-Tech, Inc. (the “Company”) issued one (1) share of its Special 2025 Series A Preferred Stock (the “Preferred Stock”) to Kim D. Southworth, the Company’s Chief Executive Officer.
The issuance was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. No cash consideration was paid to the Company in connection with the issuance.
Item 5.01. Change in Control of Registrant
As a result of the issuance of the Preferred Stock on March 11, 2026, Mr. Southworth holds voting power representing approximately 60% of the total voting power of the Company’s outstanding voting securities.
Accordingly, the Company believes that a change in control of the Company occurred on March 11, 2026.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 9, 2026, the Company filed a Certificate of Designation with the Secretary of State of Wyoming designating a new series of preferred stock entitled “Special 2025 Series A Preferred Stock” (the “Preferred Stock”), which became effective upon filing.
The Preferred Stock consists of one (1) authorized share. The holder of the Preferred Stock is entitled to voting rights equal to 60% of the total voting power of all issued and outstanding voting securities of the Company, voting together as a single class with the Company’s common stock and any other voting securities.
The Preferred Stock is not convertible into any other class or series of securities of the Company and has no economic rights, including no rights to dividends or distributions and no rights upon liquidation. The Preferred Stock is intended to provide voting control only.
The Company previously had a share of preferred stock designated in 2020 that carried similar voting rights and was convertible into shares of common stock. That share was subsequently acquired by the Company and is currently held as treasury stock. The newly designated Preferred Stock eliminates the conversion and economic rights associated with the prior preferred stock.
The foregoing description is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Designation of Special 2025 Series A Preferred Stock of Cyber Enviro-Tech, Inc. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
|
CYBER ENVIRO-TECH, INC. | ||
| By: | /s/ Kim D. Southworth | |
| Date: March 17, 2026 | Name: | Kim D. Southworth, Chief Executive Officer |
Exhibit 99.1
