Karbon-X sets new consulting deal with CEO Clovis

Karbon-X Corp. reported that its Board of Directors approved a new Consulting Agreement with Chief Executive Officer Chad Clovis, effective May 29, 2025.

Accepted by SEC EDGAR 06/05/2026 - 04:59 PM EDT

Filing Impact

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

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.

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 Terms

Material Definitive Agreement, Consulting Agreement, Inline XBRL

3 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement Effective May 29, 2025"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Consulting Agreement financial

"approved a Consulting Agreement (the “Consulting Agreement”) between the Company and Chad Clovis"

Inline XBRL technical

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

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

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

What did Karbon-X Corp. (KARX) disclose in this 8-K filing?

Karbon-X Corp. disclosed Board approval of a Consulting Agreement with CEO Chad Clovis. The agreement defines his compensation structure going forward, with full terms contained in Exhibit 10.1 attached to the report.

Who is involved in the new Consulting Agreement at Karbon-X Corp. (KARX)?

The Consulting Agreement is between Karbon-X Corp. and Chad Clovis, the company’s Chief Executive Officer. It sets out his compensation structure as a consultant and is formally documented in Exhibit 10.1 to the current report.

When did Karbon-X Corp. (KARX) approve the Consulting Agreement with Chad Clovis?

The Board of Directors approved the Consulting Agreement effective May 29, 2025. An attached exhibit describes the agreement as dated as of effective May 18, 2026, and contains the full contractual details beyond this brief description.

Where can investors find the full terms of the Karbon-X (KARX) Consulting Agreement?

Investors can review the complete terms in Exhibit 10.1 to the report. That exhibit is titled Consulting Agreement between Karbon-X Corp. and Chad Clovis and provides the detailed compensation and service provisions.

Does the Karbon-X Corp. (KARX) 8-K disclose specific compensation amounts for Chad Clovis?

The main text does not list specific compensation amounts for Chad Clovis. It simply notes that the Consulting Agreement sets his compensation structure, with precise terms and figures contained in the attached Exhibit 10.1.

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

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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 (Date of earliest event reported): June 4, 2026 (May 29, 2026)

Karbon-X Corp.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-56002

82-2882342

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6575 West Loop South, Suite 500, Bellaire, TX		77401
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code: (778) 256-5730

_____________________________________________________

(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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-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))

Item 1.01 Entry into a Material Definitive Agreement

Effective May 29, 2025 the Board of Directors of the Company approved a Consulting Agreement (the “Consulting Agreement”) between the Company and Chad Clovis (“Clovis”). The Consulting Agreement provides that the Company and Mr. Clovis with his compensation structure going forward.

The foregoing description is qualified by the complete terms of the Consulting Agreement attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

Exhibits

The following Exhibits are included herein:

Exhibit No.		Description
10.1		Consulting Agreement between Karbon-X Corp. and Chad Clovis dated as of effective May 18, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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 hereunto duly authorized.

	Karbon-X Corp. (Registrant)

Dated: June 4, 2026	By:	/s/ Chad Clovis
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 CONSULTING AGREEMENT 37.1 KB