Genvor (GNVR) SEC Filings

Genvor Inc. received $20,000 from Dr. Jesse Jaynes, a Board member and Chief Scientific Officer, and $10,000 from Dr. Clayton Yates, a Board member, in exchange for promissory notes issued October 16, 2026. Both directors provided the funds on October 8, 2026.

Each note includes a 2% original issue discount. The original principal amounts due are $20,408.16 under the Jaynes Note and $10,204.08 under the Yates Note. Both notes accrue interest at 15% per annum, mature on April 8, 2027, and are not convertible into Genvor equity.

Genvor Incorporated reported no revenue and a net loss of $2,556,468 for the three months ended June 30, 2026, versus $397,779 a year earlier. For the nine months, net loss was $3,562,315 versus $5,698,013. Operating cash use was $898,957, and cash was $196,522 at June 30.

A $1,567,919 tax-reimbursement policy expense was recorded during the nine months, and related liabilities totaled $1,646,487 at June 30. Genvor reported a $2,551,952 working capital deficit and a $2,714,316 stockholders’ deficit. Management said existing cash was insufficient to fund operations for at least 12 months from issuance, and these conditions raise substantial doubt about its ability to continue as a going concern; the company has no committed source of additional capital.

Genvor received aggregate net proceeds of $470,000 from the first three Evergreen Capital Management LLC tranches; the notes had $600,000 principal at June 30 under an agreement for up to $800,000. Evergreen may fund a fourth $166,667 tranche. The notes bear 10% interest and convert at $1.00 per share, subject to adjustment terms.

Genvor Incorporated obtained written consent from majority voting stockholders as of July 17, 2026 to approve four major corporate actions without holding a meeting. Voting power is highly concentrated in preferred stock, with 6 Series A and 1,408,024 Series B preferred shares carrying most of the vote versus 36,410,120 common shares.

Stockholders approved a 2026 Omnibus Equity Incentive Plan initially reserving 7,843,555 common shares, plus IPO and annual “evergreen” increases, for options, SARs, restricted stock, RSUs and other awards, with broad Board discretion and change-in-control vesting provisions.

They also authorized a reverse stock split of common shares at a ratio between 1‑for‑2 and 1‑for‑25, at the Board’s discretion before July 17, 2027, without reducing the authorized 300,000,000 common shares. Charter and bylaw amendments modernize Nevada-law provisions, expand director and officer protections, tighten stockholder rights to call meetings and change bylaws, add advance notice and exclusive-forum clauses, and allow dividend flexibility under Nevada statutes.

Genvor Incorporated obtained majority written consent on July 17, 2026 to approve four major corporate actions without holding a shareholder meeting. First, it adopted a 2026 Omnibus Equity Incentive Plan authorizing 7,843,555 initial shares for awards, with IPO-related and annual “evergreen” increases tied to fully diluted shares outstanding.

Second, the Board was empowered to implement a reverse stock split of the common stock at any ratio between 1‑for‑2 and 1‑for‑25 any time before July 17, 2027, without changing authorized common shares and rounding fractional shares up to a whole share. Third, an amended and restated charter strengthens director and officer protections, modernizes governance, waives jury trials for certain internal actions, and opts out of a Nevada distribution constraint.

Fourth, amended and restated bylaws centralize control of special meetings and bylaw changes in the Board and executives, lower the quorum to one‑third of voting power, add advance notice rules for nominations and proposals, expand indemnification and advancement rights for directors and officers, and adopt Nevada and federal exclusive forum provisions.

Genvor Incorporated updated its financing arrangement with Evergreen Capital Management through a side letter tied to an existing securities purchase agreement. The original deal allowed up to $800,000 of convertible promissory notes and warrants with an aggregate purchase price of up to $666,668, funded in four tranches.

Under the new letter, Evergreen’s registration and piggyback registration rights were removed, and the total warrants that may be issued rose from 600,000 to up to 1,200,000. Evergreen accelerated funding of the second and third tranches, giving Genvor gross proceeds of $333,334 on June 17, 2026, while the fourth tranche of $166,667 is now exercisable at Evergreen’s option until the note’s maturity.

In connection with this funding, Genvor issued a five-year warrant to Evergreen to purchase up to 300,000 common shares at $1.00 per share, with cashless exercise permitted after six months if the market price exceeds the exercise price and the warrant shares remain unregistered. The warrant and its underlying shares were issued as unregistered securities under Section 4(a)(2) of the Securities Act.

Genvor Inc filed an initial insider ownership report for its Chief Financial Officer, Donald A. Kalkofen. This Form 3 identifies him as an officer of the company but shows no reported stock transactions, option exercises, or other changes in beneficial ownership at this time.

Genvor Incorporated appointed Donald Kalkofen as Chief Financial Officer effective May 18, 2026, initially via a services agreement with Wave Financial Consulting LLC that was amended and restated on May 21, 2026.

Mr. Kalkofen is an experienced biotech CFO with more than 20 years of finance leadership and public company and IPO experience. His amended agreement provides $6,250 in monthly cash compensation and $7,750 in deferred monthly cash compensation through 2026, with cash compensation increasing to $14,000 per month starting January 1, 2027. He is eligible for ten-year options to purchase up to 575,000 shares of common stock, subject to Board approval of an equity plan, shareholder approval, and the effectiveness of a Form S-8 registration statement before the options become exercisable.

Genvor Incorporated reported another pre-revenue quarter and highlighted serious liquidity risks. For the three months ended March 31, 2026, the company generated no revenue and posted a net loss of $429,567, widening from $298,983 a year earlier. For the six-month period, the net loss was $1,005,847, a sharp improvement from $5,300,234 mainly because prior-year stock-based CEO compensation was much higher.

At March 31, 2026, Genvor held only $94,808 in cash, had a working capital deficit of $891,095 and an accumulated deficit of $27,199,153. Management explicitly states there is substantial doubt about the company’s ability to continue as a going concern and plans to rely on additional financings.

During the first half of fiscal 2026, Genvor raised $665,333 through common stock and pre-funded warrant issuances, helping fund operating cash outflows of $594,213. Subsequent to quarter-end, it signed a securities purchase agreement with Evergreen Capital for a convertible note of up to $800,000 and warrants for up to 600,000 shares, and entered a non-binding MOU with Canlab International™ to explore peptide-based products for human health markets.

Genvor Incorporated created a new Series C Preferred Stock class and issued one share under an existing advisory agreement. On May 5, 2026, the company filed a certificate of designation in Nevada setting aside four shares as Series C Preferred Stock with a par value of $0.001 per share.

These shares carry standard voting and dividend rights but preferential conversion rights into common stock. Each Series C share may convert, at the holder’s option, into common stock based on a $300,000 value divided by a specified market price formula that depends on whether Genvor is listed on a national exchange by April 14, 2027. On May 8, 2026, one Series C share was issued to Brio Advisory Group LLC as consideration under an advisory agreement, relying on a private offering exemption from registration.