Welcome to our dedicated page for Karbon-X SEC filings (Ticker: KARX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. (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.
Karbon-X Corp. filed a Form 12b-25 notification stating it could not timely file its periodic report for the fiscal period ended February 28, 2026 because of delays in completing its financial statements. The company signed the notification on April 13, 2026.
Karbon-X Corp. is registering the resale of up to 13,814,000 shares of common stock for Mast Hill Fund, L.P., tied to convertible notes and a warrant, so the company will not receive proceeds from these resales. The shares come from a $25,000,000 convertible note, a $1,682,000 maintenance note and a 250,000-share warrant at $0.001 per share. Karbon-X previously received about $171,000 net from the first $500,000 tranche and may receive additional funding from later tranches and maintenance fees. As of February 2, 2026, 88,018,947 common shares were outstanding. The filing also highlights rapid growth in carbon-credit revenues alongside ongoing losses and a going concern warning.
Karbon-X Corp., a Nevada corporation based in Bellaire, Texas, filed Amendment No. 2 to its Form S-1 registration statement under the Securities Act of 1933. The filing updates and organizes exhibits that support the company’s planned securities registration.
The exhibit list includes the company’s articles of incorporation and amendments, bylaws, a 2024 stock option plan, various employment, lease, joint venture, acquisition and carbon credit agreements, as well as multiple recent securities purchase agreements and related promissory notes with financing partners. The document also includes required XBRL exhibits and the filing fee table.
The registration statement is signed on behalf of Karbon-X Corp. by Chief Executive Officer Chad Clovis, with signatures from Acting Chief Financial Officer Adriana Ebell and directors Brett Hull and Justin Bourque, confirming their authorization of the amended registration statement.
Karbon-X Corp. is registering the resale of up to 13,814,000 shares of common stock for Mast Hill Fund, L.P., tied to recently issued convertible notes and warrants. These shares include stock issuable upon conversion of a $25,000,000 convertible note, a $1,682,000 maintenance-related note, and a warrant for 250,000 shares at $0.001 per share. Karbon-X will not receive proceeds from the resale, though it has received net cash of about $171,000 from the first $500,000 tranche of the note and may receive additional tranche funding and maintenance revenue.
The company operates in the voluntary carbon credit market, selling certified carbon offsets to industrial clients and via a subscription mobile app. Revenue grew sharply to $56.5 million for the six months ended November 30, 2025, but the company remains unprofitable, has an auditor’s going concern warning, and relies on ongoing external financing. As of January 23, 2026, 88,018,947 shares of common stock were outstanding, and Mast Hill’s conversions are capped at 4.99% beneficial ownership.