Genvor (GNVR) revises Evergreen funding, doubles warrant capacity and adds cashless feature

Rhea-AI Filing Summary

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.

Insights

Capital structure and securities analyst

Genvor adjusts its Evergreen financing, trading registration rights for more warrants and faster cash funding.

The side letter amends an existing financing by removing Evergreen’s registration and piggyback rights while increasing potential warrant issuance from 600,000 to up to 1,200,000 shares. In exchange, Evergreen accelerated the second and third funding tranches, providing $333,334 of gross proceeds on June 17, 2026.

The company also issued a new five-year warrant for 300,000 shares at $1.00 per share, with a cashless exercise feature if the market price exceeds the strike and the shares are unregistered after six months. The unregistered nature of the warrant and underlying shares, relying on Section 4(a)(2), concentrates liquidity decisions with Evergreen while leaving any future dilution dependent on its exercise choices.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Convertible notes capacity: $800,000 aggregate principal Aggregate purchase price: $666,668 Accelerated funding: $333,334 gross proceeds +5 more

8 metrics

Convertible notes capacity $800,000 aggregate principal Maximum under securities purchase agreement

Aggregate purchase price $666,668 Total for notes and warrants across four tranches

Accelerated funding $333,334 gross proceeds Second and third tranches funded on June 17, 2026

Fourth tranche size $166,667 Optional funding at Evergreen’s discretion until note maturity

Original warrants 600,000 warrants Initial number under purchase agreement before amendment

Revised warrant capacity Up to 1,200,000 warrants Maximum warrants after side letter

New warrant size 300,000 shares Shares purchasable under five-year warrant issued June 17, 2026

Warrant exercise price $1.00 per share Strike price for new five-year warrant

Key Terms

convertible promissory notes, warrants, piggyback registration rights, cashless basis, +1 more

5 terms

convertible promissory notes financial

"the Company agreed to issue and sell to Evergreen (i) convertible promissory notes in the aggregate principal amount of up to $800,000"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

warrants financial

"warrants to purchase up to 600,000 shares of Company common stock, for an aggregate purchase price of up to $666,668"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

piggyback registration rights regulatory

"Evergreen’s registration rights, including its piggyback registration rights, were deleted"

A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

cashless basis financial

"Evergreen may exercise the Warrant on a cashless basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

Section 4(a)(2) of the Securities Act regulatory

"were issued in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

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Understanding 8-K Material Events →

false 0001792941 0001792941 2026-06-17 2026-06-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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: June 17, 2026

GENVOR INCORPORATED

(Exact name of Registrant as specified in its Charter)

Nevada		000-56589		83-2054746
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer 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.

As previously reported on a Current Report on Form 8-K filed by Genvor Incorporated (the “Company”) with the Securities and Exchange Commission on April 22, 2026 (the “Prior 8-K”), on April 16, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Evergreen Capital Management LLC (“Evergreen”), pursuant to which the Company agreed to issue and sell to Evergreen (i) convertible promissory notes in the aggregate principal amount of up to $800,000 (each, a “Note”), and (ii) warrants to purchase up to 600,000 shares of Company common stock, for an aggregate purchase price of up to $666,668, payable in four tranches (each, a “Tranche”).

On June 17, 2026 (the “Effective Date”), the Company and Evergreen entered into a side letter agreement (the “Letter Agreement”), pursuant to which, among things: (i) Evergreen’s registration rights, including its piggyback registration rights, were deleted; (ii) the number of warrants to be issued was increased from 600,000 to up to 1,200,000; (iii) Evergreen accelerated the funding of the second and third Tranches such that, on the Effective Date, the Company received gross proceeds of $333,334; and (iv) the fourth Tranche in the amount of $166,667 (the “Fourth Tranche”) may be funded at the option of Evergreen, provided that Evergreen’s option to fund the Fourth Tranche will expire upon the maturity date of the Note.

In connection with the funding of the second and third Tranches, on June 17, 2026, the Company issued to Evergreen a five-year warrant (the “Warrant”) to purchase up to 300,000 shares (the “Warrant Shares”) of the Company’s common stock at an exercise price of $1.00 per share, subject to adjustment. Pursuant to the Warrant, if at any time after the six month anniversary of the issuance date, the Market Price (as defined in the Warrant) of one share of common stock is greater than the exercise price and the Warrant Shares are not registered pursuant to an effective registration statement, Evergreen may exercise the Warrant on a cashless basis.

The foregoing descriptions of the Letter Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Letter Agreement and the Warrant, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 regarding the issuance of the Warrant is incorporated herein by reference. The Warrant and Warrant Shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were issued in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Side Letter Agreement, dated June 17, 2026, between the Company and Evergreen Capital Management LLC
10.2		Warrant dated June 17, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

1

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: June 22, 2026

GENVOR INCORPORATED
By:	/s/ Chad Pawlak
Name:	Chad Pawlak
Title:	Chief Executive Officer

2

FAQ

What financing agreement did Genvor (GNVR) amend with Evergreen Capital?

Genvor amended a prior securities purchase agreement with Evergreen Capital. The original deal covered up to $800,000 of convertible promissory notes and warrants for an aggregate purchase price of up to $666,668, funded across four tranches.

How did the Genvor–Evergreen side letter change warrant terms?

The side letter increased the total number of warrants that may be issued from 600,000 to up to 1,200,000 shares. Genvor also issued a new five-year warrant to Evergreen covering up to 300,000 common shares at a $1.00 exercise price.

How much cash did Genvor receive from Evergreen on June 17, 2026?

On June 17, 2026, Genvor received gross proceeds of $333,334 from Evergreen. This resulted from Evergreen accelerating funding of the second and third tranches under the existing securities purchase agreement, as modified by the side letter.

What are the terms of Evergreen’s option to fund Genvor’s fourth tranche?

Evergreen holds an option to fund the fourth tranche of $166,667. This option may be exercised at Evergreen’s discretion but expires on the maturity date of the related convertible promissory note, limiting the timeframe for additional funding.

How can Evergreen exercise the new Genvor warrant on a cashless basis?

Evergreen may use cashless exercise any time after six months from issuance if the market price of Genvor’s stock exceeds the $1.00 exercise price and the warrant shares are not registered. In that case, Evergreen receives shares without paying cash, based on the in-the-money value.

Were Genvor’s new warrant and underlying shares registered with the SEC?

The new warrant and its underlying warrant shares were not registered with the SEC. They were issued as unregistered securities relying on the private offering exemption under Section 4(a)(2) of the Securities Act of 1933.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 SIDE LETTER AGREEMENT, DATED JUNE 17, 2026, BETWEEN THE COMPANY AND EVERGREEN CA 32.6 KB
• EX-10.2 WARRANT DATED JUNE 17, 2026 69.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB