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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): October 23, 2026 (October
14, 2026)
Cyber Enviro-Tech, Inc.
Exact name of Registrant
as Specified in its Charter
| Wyoming |
|
333-267560 |
|
86-3601702 |
| State or Other Jurisdiction
of Incorporation |
|
Commission File Number |
|
IRS Employer Identification
Number |
6991
E. Camelback Road, Suite D-300
Scottsdale, Arizona 85251
Address of Principal
Executive Offices, Including Zip Code
307-200-2803
Registrant's Telephone
Number, Including Area Code
Not applicable
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)) |
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 1.01 Entry into a Material Definitive
Agreement.
On October 14, 2026, Cyber Enviro-Tech, Inc.
(the “Company”) entered into Amendment No. 2 to Equity Purchase Agreement (the “Amendment No. 2”) with Monroe
Street Capital Partners, LP (the “Investor”). Amendment No. 2 amends that certain Equity Purchase Agreement dated as of March
17, 2026 (the “Agreement”), between the Company and the Investor, as previously amended by Amendment No. 1 to Equity Purchase
Agreement dated as of August 6, 2026 (“Amendment No. 1”).
Under the Agreement, the Company has the right,
but not the obligation, to sell to the Investor up to $30,000,000 of the Company’s common stock, par value $0.001 per share, from
time to time during the commitment period by delivering put notices, subject to certain limitations and conditions. The purchase price
for shares sold under a put is the lesser of the Initial Purchase Price and the Market Price, each subject to an 85% factor (i.e., a 15%
discount).
Amendment No. 2 amends the definitions of “Initial
Purchase Price” and “Market Price” so that each is determined by reference to the end-of-day volume-weighted average
price (“EOD VWAP”) of the Company’s common stock rather than the lowest traded price. Specifically:
- “Initial Purchase Price” means 85% of the EOD VWAP of the Company’s common
stock on the trading day immediately preceding the respective put date; and
- “Market Price” means 85% of the lowest EOD VWAP of the Company’s common
stock on any trading day during the valuation period.
The purchase price remains the lesser of the Initial
Purchase Price and the Market Price. The 85% discount factor, the valuation period, the mechanics of determining the investment amount
(including the deduction of actual clearing costs), the maximum commitment amount, beneficial ownership limitations, and all other material
terms of the Agreement remain unchanged. Amendment No. 2 applies only to puts for which the put date is on or after the date of Amendment
No. 2. Any put with a put date before the date of Amendment No. 2 remains governed by the Agreement as in effect on that put date.
Amendment No. 2 also includes a limited waiver
of the restriction on amendments contained in Section 10.14 of the Agreement solely for purposes of the changes effected by Amendment
No. 2.
On August 6, 2026, the Company and the Investor
entered into Amendment No. 1, which reduced the minimum put amount under the Agreement in order to facilitate the Company’s ability
to deliver a put notice. The parties previously viewed Amendment No. 1 as immaterial. Both Amendment No. 1 and Amendment No. 2 are being
disclosed in connection with the entry into Amendment No. 2.
There is no material relationship between the
Company and the Investor other than as set forth in the Agreement, as amended.
The foregoing description of Amendment No. 1 and
Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1 and
Amendment No. 2, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 10.1 |
Amendment No. 1 to Equity Purchase Agreement, dated as of August 6, 2026, by and between the Company and Monroe Street Capital Partners, LP |
| 10.2 |
Amendment No. 2 to Equity Purchase Agreement, dated as of October 14, 2026, by and between the Company and Monroe Street Capital Partners, LP |
| 104 |
Cover Page Interactive Data File (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: October 23,
2026 |
Name: |
Kim D. Southworth,
Chief
Executive Officer |
