Genvor Inc 8-K

What Happened
Genvor Incorporated (GNVR) announced on May 18, 2026 that its board appointed Donald Kalkofen as Chief Financial Officer, effective May 18, 2026. The company initially engaged Mr. Kalkofen through an Acting CFO Services Agreement with his consulting firm, Wave Financial Consulting LLC, and on May 21, 2026 the parties executed an Amended and Restated Acting CFO Services Agreement that sets a 12‑month initial term and revised payment and equity terms.

Key Details

• Appointment date: Donald Kalkofen appointed CFO effective May 18, 2026. He is age 63 and has prior CFO experience at Alpha Cognition, Protagonist Therapeutics, Symantec and other firms.
• Cash pay: $6,250 per month (current) plus $7,750 per month of deferred cash compensation. Deferred amounts are to be paid in a lump sum no later than December 31, 2026 unless the Board delays for going‑concern reasons, but in no event beyond 24 months from May 21, 2026.
• Future pay increase: Beginning January 1, 2027, monthly cash compensation rises to $14,000 for the remainder of the term. Unpaid amounts accrue interest at 6% per year, compounding monthly.
• Equity award: Options to purchase up to 575,000 shares (10‑year term). 425,000 options vest monthly over 12 months; 150,000 options vest in full upon a successful listing of the company’s common stock on a U.S. national securities exchange. Options’ exercise price = fair market value on Board approval of an equity plan.
• Shareholder and registration conditions: The Board must approve an equity plan within 30 days and submit it for shareholder approval by the next shareholder meeting; if shareholders do not approve, the Options are forfeited. Options are not exercisable until the company files a Form S‑8 (or successor) and that registration becomes effective.
• Agreement mechanics: Engagement is with Wave Financial Consulting LLC. Either party may terminate without cause with 30 days’ notice; immediate termination for uncured material breach. Confidentiality and standard terms apply. No related‑party transactions were reported.

Why It Matters
This 8‑K signals a key finance leadership change: Genvor has hired an experienced CFO to manage SEC reporting, capital markets transactions and investor relations — areas that can be important as the company pursues a U.S. listing. For investors, the filing also lays out the compensation and potential dilution: up to 575,000 option shares are reserved for Mr. Kalkofen but vesting and exercisability depend on shareholder approval and registration, which limits immediate dilution. The deferred cash pay and the company’s ability to delay payment for going‑concern reasons are cash‑flow items to watch.