Cavitation Technologies, Inc. (CVAT) SEC Filings

Cavitation Technologies, Inc. (CVAT) entered into a definitive agreement with BrightFlixx Finance (Luxembourg) S.A. for a proposed cash tender offer for all outstanding CVAT common shares, with an aggregate purchase price of $35 million in cash, less CVAT’s outstanding liabilities, divided by shares outstanding at the offer’s Record Date. A concurrent offer for all outstanding Alchemy Beverages shares carries an aggregate purchase price of $7 million in cash, less Alchemy’s outstanding liabilities; CVAT holds a 17% equity stake in Alchemy. The press release states combined proposed consideration of approximately $42 million.

Neither offer had commenced as of October 13, 2026. Key conditions to BrightFlixx’s purchase obligations, subject to satisfaction or waiver, include valid tenders of at least 90% of each company’s outstanding shares, CFIUS approval or a no-further-action determination, and concurrent completion of both offers. The Record Date is 45 business days after commencement; after the final price is announced, each offer period will be extended as necessary to give shareholders at least 30 business days to review it. CVAT and Alchemy terminated their prior agreements with European Guarantee Services, and CVAT states it paid no termination fee.

Cavitation Technologies, Inc. (CVAT) reported that European Guarantee Services S.à. agreed to acquire or seek to acquire all outstanding shares of CVAT common stock for a total purchase price of $35 million in cash, less certain indebtedness and accrued liabilities. The final per-share price will be based on the total number of shares outstanding on a Record Date 45 business days after the offer begins. The offer is to remain open at least 60 business days; after an amended offer is disseminated, the purchaser will extend it as needed to give shareholders at least 30 business days to review the amended offer, final price and board recommendation. The proposed transaction remains subject to regulatory review and approval and has not been finalized or consummated.

For fiscal 2026, CVAT recorded $3,000 in revenue, versus $203,000 in fiscal 2025, and a $1.404 million net loss, versus $113,000. Cash was $17,000 at June 30, 2026, and operating activities used $755,000. Management disclosed substantial doubt about CVAT’s ability to continue as a going concern and said it did not believe cash and access to cash could sustain operations through June 2027.

Cavitation Technologies, Inc. (CVAT) said it could not file its Form 10-K for the period ended June 30, 2026 on time because it could not complete its financial statements without unreasonable effort or expense.

Cavitation Technologies, Inc. (symbol: CVAT) is the issuer of record for a Form 8-K filing submitted to the SEC.

Cavitation Technologies, Inc. reported sharply weaker results and continuing financial strain for the quarter and nine months ended March 31, 2026. Quarterly revenue fell to $3,000 from $122,000, and nine‑month revenue dropped to $6,000 from $198,000, mainly because prior‑year sales tied to vegetable oil refining patents did not recur.

The company posted a net loss of $219,000 for the quarter and $953,000 for the nine months, compared with prior‑year nine‑month net income of $122,000 that was boosted by an $880,000 patent assignment gain. Cash declined to $45,000, with a stockholders’ deficit of $467,000, an 8% related‑party promissory note of $91,000, a net 8% convertible note balance of $28,000, and a $150,000 SBA EIDL loan outstanding.

The company’s auditors previously raised substantial doubt about its ability to continue as a going concern, and management again acknowledges this risk, noting it believes existing cash only supports operations through June 2026 absent new financing or higher revenue. After quarter‑end, Cavitation received a binding letter of intent from European Guarantee Services S.à. to acquire 100% of Cavitation and its affiliates in an all‑cash deal valuing the business at $40–$42 million, or about $0.13 per share on a fully diluted basis. The proposal remains subject to due diligence, a definitive agreement, a fairness opinion, shareholder approval, and regulatory clearances, including a potential CFIUS review; proof of funds was delivered on April 8, 2026.

Cavitation Technologies, Inc. has submitted a Form 12b-25 notification saying it could not timely file its Form 10-Q for the period ended March 31, 2026. The company states it "was not able to complete timely its financial statements without unreasonable effort or expense."

The filing identifies Naum Voloshin as the contact and provides a telephone number. The notification reserves any specific timing or quantitative updates about results for the forthcoming report.

Cavitation Technologies, Inc. reported a sharp downturn for the quarter ended December 31, 2025. Revenue fell to $0 from $76,000 a year earlier as prior-period Nano Reactor® sales tied to patents sold to Desmet did not repeat. Operating expenses rose to $474,000, driven mainly by higher stock-based compensation, leading to an operating loss of $474,000.

There was no repeat of the prior-year $880,000 gain on patent assignment, so the company swung from net income of $579,000 to a net loss of $476,000 for the quarter, and a $734,000 loss for the six months. Cash declined to $31,000, total assets were $55,000, and stockholders’ deficit was $248,000, while liabilities totaled $303,000.

The 10-Q highlights substantial doubt about the company’s ability to continue as a going concern, citing continuing operating losses, limited cash, and reliance on raising additional capital and executing new revenue initiatives in water treatment, agriculture, beverage technology, hydro-plasma, and its new Xyra crypto-related subsidiary. As of February 13, 2026, 309,720,740 common shares were outstanding.

Cavitation Technologies (CVAT) filed its Form 10‑Q, reporting Q1 fiscal 2026 results for the three months ended September 30, 2025. Revenue was $3,000 from a short‑term equipment rental. Operating expenses were $252,000, driving a loss from operations of $249,000. Interest expense rose to $9,000 after reconciling its SBA EIDL loan, resulting in a net loss of $258,000.

Cash used in operations was $219,000, leaving $30,000 in cash at quarter‑end. Total assets were $60,000 against total liabilities of $249,000, producing a stockholders’ deficit of $(189,000). The company had 289,156,340 common shares outstanding as of November 12, 2025. Management and the auditor highlighted substantial doubt about going concern. Debt consisted of a non‑current $150,000 EIDL note at 3.75%. Warrants outstanding totaled 49,041,323 (weighted‑average exercise price $0.053). Disclosure controls and procedures were deemed not effective. Management cites licenses in water/wastewater and beverages and ongoing trials as potential future revenue drivers.

Cavitation Technologies, Inc. (CVAT) reported fiscal year results showing limited revenue and material operating losses. Revenue for the period was $165,000 while cost of revenue was $1,207,000, producing a gross loss of $1,042,000. Total operating expenses were $1,152,000, including $1,057,000 of general and administrative expenses, resulting in a loss from operations of $987,000. The company recorded an $880,000 gain on patent assignment which was collected in full. As of June 30, 2025 the company had an accumulated deficit of $26,960,000 and management disclosed substantial doubt about the company’s ability to continue as a going concern, while stating available cash to sustain operations through December 2025. Significant concentration: 98% of revenue derived from Desmet Belgium. Shares outstanding totaled 289,156,340.