Genvor Inc 8-K

What Happened
Genvor Inc filed an 8-K reporting that it designated four (4) shares of Series C Preferred Stock on May 5, 2026, and on May 8, 2026 issued one (1) share of Series C Preferred Stock to Brio Advisory Group LLC under an Advisory Agreement. The one-share issuance to Brio was made in reliance on the Section 4(a)(2) exemption from registration (no general solicitation; not a public offering).

Key Details

• Four (4) shares were designated as Series C Preferred Stock (certificate of designation filed May 5, 2026).
• Genvor issued one (1) share of Series C Preferred Stock to Brio Advisory Group LLC on May 8, 2026.
• Par (nominal) liquidation preference: $0.001 per share; holders receive one vote per share and participate equally with common stockholders; no preferential voting or dividend rights.
• Conversion: each Series C share converts, at the holder’s option, into common stock based on $300,000 divided by a specified per-share price. If Genvor’s common stock is listed on Nasdaq/NYSE American or equivalent by April 14, 2027, the divisor is the official closing price (per Nasdaq or OTCMarkets as applicable). If not listed by April 14, 2027, conversion uses $300,000 divided by the greater of (x) the 5-day average closing price on OTCMarkets or (y) $1.00. (Full text of the designation is filed as an exhibit.)

Why It Matters
This filing creates a small class of preferred shares (four total) with conversion mechanics that could convert each preferred share into a large number of common shares depending on the market price—effectively $300,000 of common-stock value per preferred share at conversion. Although only one share has been issued so far (to an adviser) and shares carry minimal par value and no extra dividend/voting priority, holders’ conversion rights could cause dilution if exercised. Investors should note the April 14, 2027 trigger date and the Section 4(a)(2) exemption used for the issuance.