Karbon-X Corp.'s SEC filings document its public-company reporting as a Nevada issuer operating in carbon-credit and climate-solutions markets. Registration statements and amendments describe the company's securities offering materials, corporate organization, charter documents, reorganization history, auditor consents and exhibit framework.
The filing record also covers disclosure topics tied to Karbon-X's operating model, including carbon-credit purchase arrangements, project and asset agreements, commitments, stock-option plans, convertible debt, private placements and tax-related reporting. Form 12b-25 notices document late Form 10-Q reporting tied to delays in completing financial statements, while periodic reports and registration materials provide formal disclosures on business activity, capital structure, governance and risk factors.
Karbon-X Corp. amended its quarterly report to add omitted prior-year comparisons, option contractual-life and exercise-price disclosures, and convertible-note and securities-purchase exhibits. For the three months ended August 31, 2026, revenue was $343,967, versus $35,658,933 a year earlier; the prior-year period included industrial carbon-credit trading in Cyprus that did not recur. Net loss was $3,955,038, compared with $2,596,234, and operating activities used $1,198,464 of cash.
At August 31, cash was $335,445 and working capital was negative $7,297,897. Management said these conditions raise substantial doubt about the company’s ability to continue as a going concern within one year after the statements are issued. A loan receivable was past due and carried net at $651,967 after a $1,117,470 credit-loss allowance. Five notes issued during the quarter had a combined face amount of $773,500 and purchase prices totaling $670,500; they mature in 12 months and become convertible after six months.
After quarter-end, the company issued 8,000,000 restricted shares under a six-month advisory and marketing agreement with a $500,000 cash fee, and issued $5,000,000 in convertible notes under consulting agreements. Shares outstanding were approximately 109.2 million as of October 15, 2026.
Karbon-X Corp. reported revenue of $343,967 for the three months ended August 31, 2026, compared with $35,658,933 a year earlier. Prior-year revenue included industrial carbon-credit trading that did not recur; current-quarter trading volume was also reduced by delayed credit deliveries. The affected transfers were completed in October 2026, and the transactions will be reflected in second-quarter results. Net loss was $3,955,038, compared with $2,596,234, and cash used in operating activities was $1,198,464.
At August 31, 2026, cash was $335,445 and negative working capital was $7,297,897. Management said additional funding is required for ongoing obligations and anticipated operating losses, and that these conditions raise substantial doubt about the company’s ability to continue as a going concern within one year after the statements were issued. During the quarter, five convertible notes had an aggregate face amount of $773,500 and aggregate purchase prices of $670,500; notes outstanding at quarter end mature within twelve months.
Karbon-X Corp. common stock ownership amendment reports Morsevo Trade, Inc., a Bahamian corporation, as beneficial owner of 7,243,923 shares, equal to 6.7% of the class. Morsevo reports sole voting and dispositive power over those shares, with no shared voting or dispositive power. The amendment says it corrects information related to a change in ownership of the original beneficial owner.
Karbon-X Corp. (KARX) reported delays in completing its financial statements for the quarter ended August 31, 2026, and said it was delayed in filing its Form 10-Q for that quarter.
Morsevo Trade, Inc.'s Amendment No. 3 reports a change in ownership of the original beneficial owner of Karbon-X Corp. (KARX). Morsevo reports beneficial ownership of 7,243,923 common shares, or 6.7% of the class, with sole voting and dispositive power over those shares; shared voting and dispositive power are each 0. JTC Directors Limited is identified as Morsevo's 100% beneficial owner. Its listed officers and directors are Michael John Bruce Halsey, President and Director, and Naro Zimmerman, Secretary and Director. Morsevo reports no other purchases or sales of securities during the past 60 days.
Karbon-X Corp. (KARX) reports a year of rapid scale-up in voluntary carbon markets, with revenue for the year ended May 31, 2026 rising to $55.9 million from $3.2 million, driven mainly by industrial carbon credit trading through new subsidiaries formed after the Allcot asset acquisition.
Despite this growth, gross profit was only $0.86 million (a 1.5% margin) and the company recorded a net loss of $13.6 million, negative operating cash flow of $7.9 million and a shareholders’ deficit of $6.0 million. At May 31, 2026, Karbon-X had negative working capital of $4.0 million, total liabilities of $15.6 million and cash of $1.2 million, leading management and the auditor to highlight substantial doubt about its ability to continue as a going concern.
The business is funded largely through convertible notes, long-term debt and receivables financing; many notes convert at discounts to market, and the company estimated about 23.9 million shares were issuable on conversion at year-end, creating significant dilution risk. One customer represented 86% of revenue, and a large invoice to that customer was derecognized after collectibility was reassessed. Management also disclosed a material weakness in internal control over financial reporting due to rapid growth and complex transactions, with remediation efforts under way.
Karbon-X Corp. (KARX) has filed a Notification of Late Filing (Form 12b-25) for its annual report on Form 10-K for the fiscal year ended May 31, 2026. The company states it has experienced delays in completing its financial statements for this fiscal year, which has delayed the Form 10-K filing. Karbon-X indicates it is seeking relief under Rule 12b-25, which would allow the Form 10-K to be filed on or before the 15th calendar day following the prescribed due date if the conditions of the rule are met. The notification is signed by Chief Executive Officer Chad Clovis.
Karbon-X Corp. announced that its Senegal Blue Carbon Mangrove Project has been registered under Verra’s Verified Carbon Standard and Climate, Community & Biodiversity Standards, becoming only the second project globally registered under Verra’s VM0033 methodology for tidal wetland and seagrass restoration. The approximately 7,500-hectare initiative in Senegal’s Sine Saloum Delta and Casamance Estuary focuses on restoring degraded mangrove ecosystems through reforestation and ecosystem recovery. The project has an estimated long-term emissions reduction potential of about 2.2 million tonnes of CO₂e over a 40-year crediting period extending through 2062, positioning it as a significant long-term asset in Karbon-X’s development portfolio. Registration follows years of technical work and stakeholder engagement and allows the project to move into long-term implementation, monitoring, and verification in line with Verra requirements.
Karbon-X Corp. reported that its Board of Directors approved a new Consulting Agreement with Chief Executive Officer Chad Clovis, effective May 29, 2025. This agreement is intended to set Mr. Clovis’s compensation structure going forward as a consultant to the company.
The full terms of the Consulting Agreement, dated as of effective May 18, 2026, are provided in Exhibit 10.1 to this report. No financial amounts or detailed compensation terms are described in the body of this filing.
Karbon-X Corp. reported a dramatic scale-up in its carbon-credit business, with revenue for the nine months ended February 28, 2026 rising to $60,779,140 from $1,530,349 a year earlier, driven mainly by its new trading subsidiary.
Despite this growth, the company posted a net loss of $9,218,818 and an accumulated deficit of $21,209,651, and management states there is substantial doubt about its ability to continue as a going concern without additional capital. Total liabilities reached $27,299,780 versus assets of $20,401,351, leaving a stockholders’ deficit of $6,898,429.
Karbon-X strengthened liquidity, with cash increasing to $4,055,126 and current assets to $17,869,967, funded largely through $7,046,000 in convertible notes, new long-term debt, and equity issuances. Complex instruments—including variable-price convertible notes with embedded derivative liabilities of $1,207,265, warrants, and a carbon-project asset acquisition—create potential future dilution and financial complexity as the company pursues growth in voluntary carbon markets.