KARX — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-09-15

• On June 27, 2025, the Company completed an asset acquisition from Allcot AG consisting of a portfolio of carbon-offset projects, together with intellectual property, database and contract rights; the subsidiary shares originally contemplated under the agreement were carved out by the parties and non…

• For the year ended May 31, 2026 the Company generated $55,860,322 of revenue, compared with $3,163,772 for the year ended May 31, 2025, principally from industrial carbon credit trading conducted through Karbon-X Trading Limited and Karbon-X Project, Inc.

• During the year ended May 31, 2026, the Company issued 380,000 shares for cash proceeds of $242,000 (an average of $0.64 per share), 1,842,061 shares as compensation valued at $681,069 (an average of $0.37 per share), 24,038 shares in settlement of a finder’s fee, 88,000 commitment shares in connect…

• On August 13, 2025, the Company issued a $3,500,000 convertible note to Hedera Foundation SEZC. The note, together with $1,135,342 of accrued interest, was converted into common stock on May 29, 2026.

• During the year the Company issued convertible notes to four other lenders with an aggregate face amount of $889,000, and issued two tranches of $500,000 each under a Master Note facility with an institutional lender (the “Lender”) on January 8, 2026 and February 18, 2026. In connection with the two…

Text removed vs the prior filing · source: 10-K · 2025-09-15

• On May 22, 2025, the Company converted 360,000 options related to its stock option plan into 205,715 shares via a cashless exercise.

• On May 15, 2025, 10,400 warrants were exercised in a cashless exercise for 7,429 shares.

• On June 1, 2025, the Company entered into an Asset Purchase Agreement with Allcot AG to acquire specified assets (including certain subsidiary shares, intellectual property, database, project pipeline, and contract rights) for cash consideration of $350,000.

• Karbon-X was incorporated in the State of Nevada on September 31, 2017 under the name Cocoluv, Inc. The articles provided for 200,000,000 authorized shares. At that time Reymund Guillermo was appointed as sole officer and director. On June 9, 2020, the Corporation filed a Certificate of Amendment wi…

• On February 21, 2022 Karbon-X Corp, formerly known as Cocoluv, Inc., a Nevada Corporation (“Karbon-X”) entered into a Reorganization and Stock Purchase Agreement (the “Reorganization Agreement”) to acquire 100% of the issued and outstanding equity of Karbon-X Project, Inc., a British Columbia compan…

Text added vs the prior filing · source: 10-K · 2026-09-15

• We have identified a material weakness in our internal control over financial reporting, and if we fail to remediate it our financial statements may contain errors and investor confidence may be adversely affected.

• As described in Item 9A, management concluded that our internal control over financial reporting and our disclosure controls and procedures were not effective as of May 31, 2026 because of a material weakness in our period-end financial reporting process. During fiscal 2026 our operations expanded s…

• There is substantial doubt about our ability to continue as a going concern.

• Our consolidated financial statements have been prepared assuming that we will continue as a going concern. We have incurred recurring losses, had negative working capital of $(4,040,004) and a stockholders’ deficit of $(5,984,102) at May 31, 2026, and have an accumulated deficit of $25,580,380. The…

• We depend on a small number of customers and counterparties, and our largest customer has not paid amounts invoiced.

Text removed vs the prior filing · source: 10-K · 2025-09-15

• Others may bring infringement claims against us, which could be time-consuming and expensive to defend.

• Third parties may claim that the use or sale of our technologies infringe their patent rights. As with any litigation where claims may be asserted, we may have to seek licenses, defend infringement actions or challenge the validity of those patents in the patent office or the courts. If these are no…

Text added vs the prior filing · source: 10-K · 2026-09-15

• In addition, a former contractor whose engagement was terminated in January 2026 has, through counsel, asserted claims against us for unpaid contractor fees and has threatened litigation. No proceeding has been commenced. We dispute the claims, consider that we have no liability for them and have as…

Text removed vs the prior filing · source: 10-K · 2025-09-15

• We are not aware of any other legal proceedings contemplated by any governmental authority or any other party involving us or our properties.

Text added vs the prior filing · source: 10-K · 2026-09-15

• The following discussion highlights the Company’s results of operations and the principal factors that have affected its consolidated financial condition as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an ass…

• Karbon-X Corp. was incorporated in the State of Nevada under the name Cocoluv, Inc. on September 13, 2017 and established a fiscal year end of May 31. On April 14, 2022 the Company changed its name to Karbon-X Corp.

• Carbon credit inventory is carried at the lower of cost and net realizable value. Judgment is required in assessing net realizable value for credits of different vintages, registries and project types, for which observable market prices may be limited.

• The June 2025 acquisition of assets from Allcot AG was accounted for as an asset acquisition under ASC 805-50, with the consideration paid, including transaction costs, allocated to the acquired project pipeline as a single asset group. Judgment is required in determining the unit of account, the 27…

• Other than the derivative liabilities presented below, the carrying amount of the Company’s financial assets and liabilities approximate their fair values. The securities receivable (Note 16) represents the Company’s entitlement under the price-floor provisions of the Carbon Credit Purchase Agreemen…

Text removed vs the prior filing · source: 10-K · 2025-09-15

• As a result of the Reorganization Agreement and the change in business and operations of the Company, a discussion of the financial results of the Company, formally known as Cocoluv, Inc., prior to February 21, 2022 is not pertinent, and, under generally accepted accounting principles in the United …

• The following discussion highlights the Company’s results of operations and the principal factors that have affected its consolidated financial condition as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an ass…

• Karbon-X Corp. was incorporated in the State of Nevada under the name Cocoluv, Inc. on September 13, 2017 and established a fiscal year end of May 31. On April 7, 2022 the Company changed its name to Karbon-X Corp.

• In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and the related adverse public health developments have adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. Management has determi…

• Other than the derivative liabilities presented below, the carrying amount of the Company’s financial assets and liabilities approximate their fair values.