Genvor (GNVR) sets Series C preferred stock terms and issues first share
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 3.02, 5.03, 9.01
3 items
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Series C shares designated: 4 shares
Liquidation preference: $0.001 per share
Conversion base amount: $300,000
+3 more
6 metrics
Series C shares designated
4 shares
Preferred stock designated as Series C on May 5, 2026
Liquidation preference
$0.001 per share
Nominal preference equal to par value for Series C
Conversion base amount
$300,000
Numerator used to calculate Series C conversion into common stock
Listing deadline
April 14, 2027
Date determining which conversion formula applies
Conversion price floor
$1.00 per share
Minimum price used when not listed on a national exchange
Series C share issued
1 share
Issued to Brio Advisory Group LLC on May 8, 2026
Key Terms
Series C Preferred Stock, certificate of designation, liquidation preference, conversion rights, +2 more
6 terms
Series C Preferred Stock financial
"designating the rights and preferences of Genvor’s Series C Preferred Stock"
A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.
certificate of designation regulatory
"filed with the State of Nevada a certificate of designation"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
liquidation preference financial
"Each share of Series C Preferred Stock will have a nominal liquidation preference"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
conversion rights financial
"will not have preferential voting or dividend rights ... but will have preferential conversion rights"
Conversion rights are a contract feature that lets the holder change one kind of security—often a bond or preferred share—into another, typically common stock, at a predetermined rate. Investors care because conversion can provide upside if the stock rises (like swapping a ticket for a better prize), but it can also dilute existing shareholders and change ownership and voting power, affecting share value and strategy.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
Advisory Agreement financial
"entered into an Advisory Agreement (the “Advisory Agreement”) with Brio Advisory Group LLC"
FAQ
What did Genvor (GNVR) announce regarding its Series C Preferred Stock?
Genvor created a new Series C Preferred Stock class by filing a certificate of designation in Nevada, authorizing four shares with preferential conversion rights into common stock while retaining nominal liquidation value and standard voting and dividend participation.
What happens if Genvor (GNVR) is not listed on a national exchange by April 14, 2027?
If Genvor is not listed on Nasdaq, NYSE American, or another national exchange by April 14, 2027, each Series C share converts using $300,000 divided by the greater of the 5‑day average OTC closing price or $1.00 per share, affecting the resulting common share count.