Karbon-X Corp.

Overview

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• TickerKARX on OTC¹
• IndustryPerfumes, Cosmetics & Other Toilet Preparations¹
• HeadquartersBellaire, Texas¹
• Incorporated inNV³
• Business address6575 West Loop South, Suite 500, Bellaire, Tx 77401³
• Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company³
• Legal formCorporation

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Corporate structure

Karbon-X Corp. sits at the top of its group. 6 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Karbon-X Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

Investments

Intangibles and goodwill

Inventory

Properties, in its own words

The Company has entered into an operating lease for office space in Calgary, Alberta commencing on July 1, 2025, with an early occupancy period beginning on February 1, 2025. The lease has a term of 5 years, expiring on June 30, 2030, and base rent escalates annually under the lease. Monthly payments, which are denominated in Canadian dollars and include the tenant’s proportionate share of occupancy costs, are CAD 13,070 to June 2026, CAD 14,179 to June 2027, CAD 14,733 to June 2029 and CAD 15,288 thereafter (approximately $9,472 to $11,080 at the May 31, 2026 exchange rate).

The Company’s principal executive offices are located at 6575 West Loop South, Suite 500, Bellaire, Texas, occupied under a month-to-month sublease from Cutler Law Group, P.C., the Company’s securities counsel.

Item 2 of the 10-K filed Sep 15, 2026.¹³

Leadership

Who has led Karbon-X Corp., and when. Pick a name to see everywhere that person has worked.

• Chief executive officerChad Clovis Jul 22, 2022 to Jul 22, 2022¹⁴

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

• Allcot Limited Ireland⁴
• Allcot X Colombia S.A.S. Colombia⁴
• Karbon-X Iberia SL (formerly Allcot Soluciones España S.L.) Spain⁴
• Karbon-X Project, Inc. Canada⁴
• Karbon-X USA Corp. Nevada, United States⁴

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

• COCOLUV INC.Aug 28, 2018 to Jan 12, 2022³

Timeline

1. Jun 25, 20268-K Financial statements and exhibits¹⁸
2. Jun 5, 20268-K Entered a material agreement¹⁹
3. Aug 22, 20258-K Executive or director change²⁰
4. Jun 30, 20258-K Entered a material agreement²¹
5. Feb 18, 20258-K Other events²²
6. Oct 30, 20248-K Entered a material agreement²³
7. Jun 25, 20248-K Entered a material agreement²⁴
8. Jun 20, 20248-K Other events²⁵
9. Jun 7, 20238-K Other events²⁶
10. Nov 30, 20228-K Change of auditor²⁷
11. Aug 4, 20228-K Other events²⁸
12. Jul 22, 2022New chief executive Chad Clovis becomes CEO¹⁴
13. Jul 1, 20228-K Entered a material agreement; Completed an acquisition or sale; Change in control²⁹

Filings

82 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 12 major events, 4 insider forms, 6 large holders, 4 private raises, 34 other. The latest 20:

1. Oct 15, 2026NT 10-Q EDGAR
2. Oct 9, 2026SCHEDULE 13D/A EDGAR
3. Sep 15, 202610-K EDGAR
4. Aug 28, 2026NT 10-K EDGAR
5. Jun 25, 20268-K EDGAR
6. Jun 5, 20268-K EDGAR
7. May 29, 2026S-8 EDGAR
8. Apr 28, 2026UPLOAD EDGAR
9. Apr 20, 202610-Q EDGAR
10. Apr 13, 2026CORRESP EDGAR
11. Apr 13, 2026NT 10-Q EDGAR
12. Mar 5, 2026UPLOAD EDGAR
13. Feb 13, 2026424B3 EDGAR
14. Feb 11, 2026EFFECT EDGAR
15. Feb 10, 2026S-1/A EDGAR
16. Feb 9, 2026CORRESP EDGAR
17. Feb 9, 2026S-1/A EDGAR
18. Feb 9, 2026UPLOAD EDGAR
19. Jan 30, 2026S-1 EDGAR
20. Jan 20, 202610-Q EDGAR

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

• Morsevo Trade, Inc.SCHEDULE 13D/A, 4 filings Oct 24, 2023 to Oct 9, 2026³⁰
• Hummingbird STAR TrustSC 13D/A, 2 filings Aug 30, 2024 to Dec 17, 2024³¹

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

1. Jan 11, 2023Raised $2.3 million in a private offering of equity³² Form D: $3 million offered in all Form D
2. Mar 17, 2022Raised $955,000 in a private offering of equity³³ Form D: $1 million offered in all Form D
3. Mar 17, 2022Raised $1 million in a private offering of equity³⁴ Form D: $1.5 million offered in all Form D

SEC filer profile

How Karbon-X Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

• Name on EDGARKarbon-X Corp.¹
• CIK0001729637
• Employer ID (EIN)82-2882342¹³
• Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company¹³
• Incorporated inNevada¹³
• Fiscal year endsMay 31¹
• Industry code (SIC)2844 Perfumes, Cosmetics & Other Toilet Preparations¹
• SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance¹
• Business address6575 West Loop South, Suite 500, Bellaire, TX 77401¹
• Phone844-462-3637¹
• Shares outstanding98,964,757 shares as of Sep 10, 2026¹³
• Public float$31.9M as of Nov 30, 2025¹³
• AuditorFruci & Associates II, PLLC, Spokane, Washington PCAOB ID 5525¹³
• On EDGAR sinceAug 28, 2018¹
• Filings104 in all: 10-Q (22), 8-K (13), NT 10-Q (12), 10-K (8), UPLOAD (6), NT 10-K (5), 3 (4), CORRESP (4)¹
  All 25 form types

  S-1/A (4), 424B3 (3), D (3), SCHEDULE 13D/A (3), EFFECT (2), S-1 (2), S-8 (2), SC 13D (2), 1-A (1), 1-A/A (1), 10-K/A (1), 10-Q/A (1), 8-A12G (1), D/A (1), DEF 14C (1), QUALIF (1), SC 13D/A (1)

• Latest filingsAnnual report (10-K) Sep 15, 2026
  Quarterly report (10-Q) Apr 20, 2026
  Latest 8-K (8-K) Jun 25, 2026

Risk factors and legal proceedings

The risks Karbon-X Corp. names in Item 1A of its 10-K filed Sep 15, 2026: 18 risks under these headings, as written.¹³

• Risks Related to Our Operations
• We will incur losses and there is no guarantee that we will ever become profitable.
• We may need additional capital in the future in order to continue our operations.
• 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.
• There is substantial doubt about our ability to continue as a going concern.
• We depend on a small number of customers and counterparties, and our largest customer has not paid amounts invoiced.
• Conversion of our outstanding convertible notes at floating prices could substantially dilute existing stockholders.
• We operate in multiple countries and currencies, which exposes us to foreign exchange, regulatory and tax risks.
• The value of the DevvStream securities we hold and are entitled to receive is uncertain following the delisting of those shares.
• We launched our products in 2023 and as a company, we have limited sales and marketing experience.
• Commercialization of our products will require significant resources, and if we do not achieve the sales expected, we may lose the substantial investment made in our products.
• We rely on third parties to perform many necessary services for our products, including services related to the distribution and invoicing.

Legal proceedings

In February 2024, we were notified of a former employee filing a lawsuit against the company for wrongful termination. We have settled this suit.

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 asserted claims of our own against the contractor arising from the termination. The outcome of the dispute and the amount of any loss, if any, cannot presently be estimated. We are not aware of any other legal proceedings contemplated by any governmental authority or any other party involving us or our properties.

As of the date of this report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Other than the threatened claim described above, we are not aware of any other legal proceedings pending or threatened against us or our properties.

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings or claims, other than those disclosed above, are pending against or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

The opening of Item 3, Legal Proceedings.¹³