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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: October 16, 2026
GENVOR
INCORPORATED
(Exact
name of Registrant as specified in its Charter)
| Nevada |
|
000-56589 |
|
83-2054746 |
| (State
or Other Jurisdiction |
|
(Commission
File Number) |
|
(I.R.S.
Employer |
| of Incorporation) |
|
|
|
Identification No.) |
1550
W Horizon Ridge Pkwy, Ste R #3040
Henderson,
NV 89012
(Address
of Principal Executive Offices)
(715)
903-6473
(Registrant’s
Telephone Number, including area code)
N/A
(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 (see general instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14-a-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.
| Title
of each class |
|
Trading
Symbols(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company 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). ☒
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 16, 2026, Genvor Incorporated (the “Company”) issued to Dr. Jesse Jaynes, a member of the Company’s
Board of Directors and the Company’s Chief Scientific Officer, a promissory note (the “Jaynes Note”), in consideration
of Dr. Jaynes’ funding of $20,000 to the Company on October 8, 2026. The Jaynes Note includes a 2% original issue discount such
that the original principal amount due to be paid to Dr. Jaynes is $20,408.16. The Jaynes Note accrues interest at the rate of 15% per
annum, matures on April 8, 2027 (six months after funding), and is not convertible into equity of the Company.
On
October 16, 2026, the Company issued to Dr. Clayton Yates, a member of the Company’s Board of Directors, a promissory note (the
“Yates Note”), in consideration of Dr. Yates’ funding of $10,000 to the Company on October 8, 2026. The Yates
Note includes a 2% original issue discount such that the original principal amount due to be paid to Dr. Yates is $10,204.08. The Yates
Note accrues interest at the rate of 15% per annum, matures on April 8, 2027 (six months after funding), and is not convertible into
equity of the Company.
The
foregoing descriptions of the Jaynes Note and the Yates Note do not purport to be complete and are qualified in their entirety by reference
to the full text of those promissory notes, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report
on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Promissory Note, dated October 8, 2026, by the Company to Dr. Jesse Jaynes * |
| |
|
|
| 10.2 |
|
Promissory Note, dated October 8, 2026, by the Company to Dr. Clayton Yates * |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL Document) |
SIGNATURES
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 thereunto duly authorized.
Date:
October 19, 2026
| |
GENVOR INCORPORATED |
| |
|
|
| |
By: |
/s/ Chad Pawlak |
| |
Name: |
Chad Pawlak |
| |
Title: |
Chief Executive Officer |
