Genvor enters $800,000 convertible note and warrant deal

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Form Type

8-K

Rhea-AI Filing Summary

Genvor Incorporated entered a securities purchase agreement with Evergreen Capital Management LLC, issuing a convertible promissory note of up to $800,000 and warrants to buy up to 600,000 common shares for a purchase price of up to $666,668, paid in four tranches.

The note carries 10% annual interest, matures the earlier of nine months from the April 15, 2026 issue date or an Exchange Listing, and is generally convertible at $1.00 per share, with a lower default conversion formula and a 4.99% beneficial ownership cap. The five-year cashless warrants have a $1.00 initial exercise price, adjustable to the note’s conversion price.

Genvor also signed an Advisory Agreement with Brio Advisory Group, under which Brio provides strategic and financing advice in exchange for preferred stock valued at $300,000 per funding tranche, or equivalent common stock if no Exchange Listing occurs within one year, subject to a minimum $1.00 per-share valuation.

Insights

Genvor adds structured convertible financing with attached warrants and advisory equity fees.

Genvor arranged a securities purchase agreement with Evergreen Capital Management for a convertible note of up to $800,000 and warrants on up to 600,000 shares, with an aggregate purchase price up to $666,668 funded in four tranches tied partly to an S-1 filing process.

The note bears 10% interest, matures the earlier of nine months from the April 15, 2026 issue date or an Exchange Listing, and is convertible at $1.00 per share, or at 80% of the lowest five-day volume-weighted average price after a default, subject to a 4.99% beneficial ownership cap. Warrants are cashless, five-year, initially exercisable at $1.00 and adjust to the note’s conversion price.

An Advisory Agreement with Brio Advisory Group grants preferred stock valued at $300,000 per funded tranche (up to $1,200,000) upon an Exchange Listing, or common stock with a five-day average pricing formula and a $1.00 per-share floor if no listing occurs within one year. Future filings may clarify how much of the potential $800,000 capacity is ultimately drawn and converted.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Convertible note principal: $800,000 Aggregate purchase price: $666,668 Tranche size: $166,667 +5 more

8 metrics

Convertible note principal $800,000 Aggregate principal amount under securities purchase agreement

Aggregate purchase price $666,668 Total purchase price for note and warrants, in four tranches

Tranche size $166,667 Each of four funding tranches under the Evergreen agreement

Warrant coverage 600,000 shares Maximum common shares purchasable under warrants

Note interest rate 10% per annum Interest on convertible promissory note

Conversion price $1.00/share Standard conversion price for note before default adjustments

Ownership cap 4.99% Maximum beneficial ownership allowed upon conversion

Advisory equity value $300,000 per tranche Preferred stock value to Brio per funded tranche, up to $1,200,000

Key Terms

securities purchase agreement, convertible promissory note, volume-weighted average price, beneficial ownership, +2 more

6 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “SPA”) with Evergreen Capital Management LLC"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

convertible promissory note financial

"pursuant to which the Company sold, and Evergreen purchased, (i) a convertible promissory note"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

volume-weighted average price financial

"or 80% of the lowest volume-weighted average price during the 5 trading days preceding conversion"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

beneficial ownership financial

"to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

cashless basis financial

"The Warrants have a 5-year term, are exercisable on a cashless basis, and have an initial exercise price"

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.

Exchange Listing financial

"the listing of the Company’s common stock on a national securities exchange (an “Exchange Listing”), such as the Nasdaq Capital Market"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing agreement did Genvor Incorporated (GNVR) enter with Evergreen?

Genvor entered a securities purchase agreement with Evergreen Capital Management LLC for a convertible promissory note of up to $800,000 and warrants to purchase up to 600,000 common shares, for an aggregate purchase price of up to $666,668, funded in four equal tranches.

What are the key terms of Genvor’s $800,000 convertible promissory note?

The note bears 10% annual interest and matures the earlier of nine months from the April 15, 2026 issue date or an Exchange Listing. It is generally convertible at $1.00 per share, or at 80% of the lowest five-day volume-weighted average price after default, with a 4.99% ownership cap.

How are the Evergreen warrant rights structured in the Genvor deal?

Evergreen received five-year, cashless warrants to purchase up to 600,000 Genvor common shares. Initially, 300,000 shares are exercisable, with another 300,000 becoming available upon funding the second tranche. The initial exercise price is $1.00 per share, adjustable to match the note’s conversion price.

How will Genvor’s funding tranches from Evergreen be released?

The $666,668 purchase price is split into four tranches of $166,667. The first tranche was funded at closing. Remaining tranches are conditioned on Genvor filing a Form S-1 to register resale shares from the note conversion and receiving comments on that registration statement.

What compensation will Brio Advisory Group receive under its advisory agreement with Genvor?

Brio Advisory Group will receive preferred stock valued at $300,000 per funded tranche, up to $1,200,000 if all four tranches fund, at the time of an Exchange Listing. If no listing occurs within one year, that preferred stock converts into common stock using a five-day average price, with a $1.00 floor.

What is the 4.99% beneficial ownership limitation in Genvor’s note?

The note restricts Evergreen from converting if the resulting beneficial ownership would exceed 4.99% of Genvor’s outstanding common stock. This cap limits how many shares can be acquired through conversion at any one time, managing concentration of ownership from the financing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 04/22/2026 - 11:48 AM EDT

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: April 16, 2026

GENVOR INCORPORATED

(Exact name of Registrant as specified in its Charter)

Nevada	000-56589	83-2054746
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)

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.

Effective April 16, 2026, Genvor Incorporated (the “Company”) entered into a securities purchase agreement (the “SPA”) with Evergreen Capital Management LLC (“Evergreen”), pursuant to which the Company sold, and Evergreen purchased, (i) a convertible promissory note in the aggregate principal amount of up to $800,000 (the “Note”), and (ii) warrants to purchase up to 600,000 shares of Company common stock (the “Warrants”), for an aggregate purchase price of up to $666,668 (the “Purchase Price”). The Purchase Price is to be paid in four tranches of $166,667 (each, a “Tranche”), with the first Tranche paid at the initial closing of the transaction, and the remaining three Tranches paid to the Company upon (i) the Company’s filing of a registration statement on Form S-1 registering for resale shares of Company common stock issuable upon conversion of the Note, and (ii) receiving comments from the United States Securities and Exchange Commission on that registration statement. Evergreen shall retain $10,000 from each Tranche to cover its legal fees and closing costs. The first Tranche was funded on April 16, 2026, and on that date, the Note and Warrants were issued to Evergreen.

The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. For each Tranche funded under the Note to the Company, the Note principal shall consist of $200,000 (up to an aggregate of $800,000 if all four Tranches are funded to the Company). The Note matures upon the earlier of (i) 9 months following the Issue Date set forth in the Note (April 15, 2026), or (ii) the listing of the Company’s common stock on a national securities exchange (an “Exchange Listing”), such as the Nasdaq Capital Market. The Note accrues interest at 10% per annum and is convertible into shares of the Company’s common stock at $1.00 per share, or 80% of the lowest volume-weighted average price during the 5 trading days preceding conversion upon the occurrence of any event of default; provided, however, that the holder may not convert the Note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. The Warrants only entitle the holder to purchase up to 300,000 shares initially, and upon the funding of the second Tranche under the Note, entitle the holder to purchase up to an additional 300,000 shares. The Warrants have a 5-year term, are exercisable on a cashless basis, and have an initial exercise price of $1.00, subject to adjustment so that the exercise price under the Warrants equals the applicable conversion price under the Note.

On April 16, 2026, the Company also entered into an Advisory Agreement (the “Advisory Agreement”) with Brio Advisory Group (the “Consultant”), pursuant to which the Consultant will provide the Company advisory services in connection with strategic initiatives, capitalization, financial and other planning, due diligence, financing efforts, and an Exchange Listing, and the Company will issue to the Consultant shares of preferred stock which will be valued as follows: (i) $300,000 per Tranche ($1,200,000 in the aggregate if all four Tranches of funding under the Note are funded to the Company) at the time of the Exchange Listing, or (ii) if there is no Exchange Listing within one year of the date of the Advisory Agreement, that will convert into $300,000 of Company common stock per Tranche based on the 5-day average closing price at such time, but in no event at less than $1.00 per share.

The foregoing descriptions of the SPA, Note, Warrants, and Advisory Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are filed as Exhibits 10.1-10.4, 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		Securities Purchase Agreement, dated April 15, 2026, between the Company and Evergreen Capital Management LLC *

10.2		Convertible Promissory Note, dated April 21, 2026, by the Company to Evergreen Capital Management LLC *

10.3		Common Share Purchase Warrant, dated April 15, 2026, by the Company to Evergreen Capital Management LLC *

10.4		Advisory Agreement, dated April 14, 2026, between the Company and Brio Advisory Group LLC *

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

* Filed herewith.

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: April 22, 2026

GENVOR INCORPORATED

By: /s/ Chad Pawlak

Name: Chad Pawlak

Title: Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

Genvor enters $800,000 convertible note and warrant deal

Rhea-AI Filing Summary