Cavitation Technologies, Inc 10-K for FY2026

Cavitation Technologies, Inc. (CVAT)

10-K 2026-10-06 For: 2026-06-30

Added on October 06, 2026

About this 10-K

Cavitation Technologies, Inc filed this 10-K on October 6, 2026, covering the fiscal year ended June 30, 2026 (FY2026).

Headline figures

Fiscal year ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3000; down 98.5% from $203K a year earlier
Net loss: $1.4M; compared with a net loss of $113K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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Nevada	20-4907818
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Title of Each Class:	Name of Each Exchange on Which Registered:
Common Stock, $0.001 par value	Over the Counter (Bulletin Board)

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☐

	Page
PART I
Item 1. Business	1
Item 1A. Risk Factors	8
Item 1B. Unresolved Staff Comments	8
Item 1C. Cybersecurity	8
Item 2. Properties	8
Item 3. Legal Proceedings	9
Item 4. Mine Safety Disclosures	9

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6. Reserved	10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	18
Item 8. Financial Statements and Supplementary Data	18
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	19
Item 9A. Controls and Procedures	19
Item 9B. Other Information	20
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	20

PART III
Item 10. Directors, Executive Officers and Corporate Governance	21
Item 11. Executive Compensation	22
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13. Certain Relationships and Related Transactions, and Director Independence	25
Item 14. Principal Accounting Fees and Services	27

PART IV
Item 15. Exhibits, Financial Statement Schedules	28
Item 16. Form 10-K Summary	29

Signatures	30

	·	Reserved License: we retained a worldwide, exclusive, transferable, and royalty-free license to practice and use the Assigned Patents in the fields of water and wastewater processing, recovery, recycling, and purification (including oilfield wastewater), as well as the manufacture, distillation, brewing, enhancement, sale, and marketing of alcoholic beverages (the “Licensed Fields”).

	·	Grant-Back License: we received a worldwide, exclusive, transferable, and royalty-free license to practice and use the Assigned Patents and associated technical information, consistent with the scope of the Reserved License.

	·	Trademark Usage: we retained exclusive rights to use the “Nano Reactor®” mark for our businesses, systems, and products related to the Licensed Fields.

	1.	Water Treatment and Remediation in the Permian Basin
	2.	Water Remediation and Disinfection in Agriculture
	3.	Business Venture with Alchemy Beverages, Inc.
	4.	New Technologies: Hydro-Plasma
	5.	Non thermal plasma (Xyra Corp.)

	·	No chemical usage in water remediation, significantly reducing operational costs.
	·	Integration into existing processes within 24 hours, without disrupting ongoing operations.
	·	Compact systems with minimal energy consumption.
	·	Post-treatment water can be either reused or safely disposed of.

	·	Breaks down both organic and inorganic compounds.
	·	Is highly scalable – from 15 to 40 GPM.
	·	Eliminates microorganisms and diseases.
	·	Has multiple industrial applications.
	·	The technology is patent pending.

§	AI Intelligence Layer
	Serves as the “brain,” monitoring remittance flows, detecting anomalies, automating Know your Customer (“KYC”) and Anti- Money Laundering (“AML”) and transforming raw transactions into insights.

§	Quantum Security Layer
	Uses post-quantum cryptography (PQC) and decentralized infrastructure to protect every transaction, ensuring resilience against future quantum attacks.

§	Stablecoin Network & Licensed Compliance
	Xyra is building its own regulated infrastructure, obtaining and operating under Money Transmitter Licenses (MTLs) across multiple jurisdictions. At the core of this framework is the issuance of fully asset-backed, quantum-secure stablecoins, creating instant, compliant fiat-to-stablecoin rails for remittances, cross-border B2B, and tokenized settlements.

§	Rewards & Loyalty Engine
	Every remittance becomes an engagement point, with AI delivering real-time rewards, loyalty features, and personalized incentives to boost retention. AI also optimizes margins and creates new revenue streams, turning loyalty into a direct driver of income for the ecosystem.

§	Asset Tokenization Layer
	Converts verified remittance and financial data into programmable, globally tradable tokens, turning information flows into yield-bearing digital assets.

	1.	Purchaser will have acquired shares of common stock of Alchemy Beverages Inc. (“ABI”), a private Delaware corporation in which the Company owns about 17% of the outstanding shares of common stock in ABI (the “ABI Shares”), pursuant to a separate tender offer that will be made by Purchaser for ABI Shares under a separate tender offer agreement executed between ABI and Purchaser;

	2.	Our Shareholders will have tendered a sufficient number of CTI Shares to the amended Offer that will enable Purchaser, together with any CTI Shares previously purchased by Purchaser and its affiliates or investors, to acquire at least 90% of the CTI Shares outstanding as of the Record Date;

	3.	No action has been taken by any government entity to restrain or prohibit the consummation of Purchaser’s acquisition of CTI Shares tendered pursuant to the amended Offer;

	4.	No termination of the Agreement in accordance with the terms thereof will have occurred;

	5.	The representations and warranties given by us as of the date of the Agreement shall be true and correct, and we will have performed our covenants under the Agreement, in each case for any discrepancy or failure that, individually or in the aggregate, will not have a material adverse effect on the transaction;

	6.	No adverse material effect, as defined in the Agreement, will have occurred; and

	7.	The Parties will have submitted this Agreement, the offer documents and other information to the Committee on Foreign Investment in the United States (“CFIUS”) for review in accordance with U.S. laws and regulations and CFIUS, upon the conclusion of the review period, or any investigation into the transaction, will have taken adverse action to block the transactions under the Agreement.

	For the Years Ended
	June 30,
	2026			2025			$ Change			% Change

Revenue	$	3,000		$	203,000		$	(200,000	)		(98.5	)
Cost of revenue		–			(38,000	)		38,000			100.0
Gross profit		3,000			165,000			(162,000	)		(98.2	)

General and administrative expenses		1,380,000			1,057,000			323,000			30.6
Research and development expenses		11,000			95,000			(84,000	)		(88.4	)
Total operating expenses		1,391,000			1,152,000			239,000			20.7

Loss from operations		(1,388,000	)		(987,000	)		(401,000	)		40.6

Gain on patent assignment		–			880,000			(880,000	)		(100.0	)
Interest and other expense, net		(40,000	)		(6,000	)		(34,000	)		(566.7	)
Change in fair value of derivative liability		24,000			–			24,000			100.0
Net loss	$	(1,404,000	)	$	(113,000	)	$	(1,291,000	)		(1,142.5	)

	·	Stock based compensation increased by $193,000. In the current year common stock was awarded to various consultants who aided in the development of new products and markets and for assistance in the tender offer process, discussed above. In the prior year common stock purchase warrants granted to certain of the Company’s employees and consultants and common stock issued to consultants for services rendered,
	·	Consulting fees increased by $34,000, primarily due to an increase in payments to consultants assisting with the development of new products for the new markets, as discussed above.
	·	Travel expenses increased by $26,000 due to an increase in travel by our officer during the current year to promote new products and related to the tender offer currently in progress.
	·	Rent expense, net increased by $7,000 due to an increase in the monthly rental rate after the expiration of our term lease, which now operates on a month-to-month basis.
	·	Salary expenses increased by $22,000 due to salary earned by our executive officer from our subsidiary, Xyra Corp.
	·	Professional fees increased by $3,000 due to an increase in legal fees related to the tender offer and an increase in audit fees , offset by a decrease in patent attorney fees.
	·	Other operating expenses increased by $38,000. These expenses consist of numerous individually insignificant expenses.

		Page
Report of the Independent Registered Public Accounting Firm (PCAOB #572)		F-1
Consolidated Balance Sheets as of June 30, 2026 and June 30, 2025		F-2
Consolidated Statements of Operations for the years ended June 30, 2026 and June 30, 2025		F-3
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended June 30, 2026 and 2025		F-4
Consolidated Statements of Cash Flows for the years ended June 30, 2026 and 2025		F-5
Notes to the Consolidated Financial Statements		F-6

	·	Inspection of convertible note agreement and testing Management’s application of the relevant accounting guidance, which included the classification of the conversion feature.
	·	Evaluating the valuation model management selected to determine the fair value and evaluating the reasonableness of management’s significant valuation assumptions.
	·	Performing a recalculation of the fair value estimate.


	June 30, 2026			June 30, 2025
ASSETS

Current assets:
Cash and cash equivalents	$	17,000		$	249,000
Accounts receivable		–			10,000
Prepaid expenses		17,000			27,000
Total current assets		34,000			286,000

Equity method investment		1,000			1,000
Other assets		10,000			10,000
Total assets	$	45,000		$	297,000

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses	$	174,000		$	75,000
Accrued interest		19,000			3,000
Accrued payroll – related party		129,000			–
Bridge note payable, net of discount		103,000			–
Promissory notes payable – related party		115,000			–
Convertible note payable, net of discount		34,000			–
Derivative liability		14,000			–
Total current liabilities		588,000			78,000

Note payable, non-current		150,000			150,000
Total liabilities		738,000			228,000

Commitments and contingencies		–

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and 2025		–			–
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 317,220,739 and 289,156,340 shares issued and outstanding as June 30, 2026 and 2025, respectively		317,000			289,000
Additional paid-in capital		27,354,000			26,740,000
Accumulated deficit		(28,364,000	)		(26,960,000	)
Total stockholders' equity (deficit)		(693,000	)		69,000
Total liabilities and stockholders' equity (deficit)	$	45,000		$	297,000


	Common Stock				Additional Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balance at June 30, 2024		284,289,740	$	284,000	$	26,083,000		$	(26,847,000	)	$	(480,000	)
Fair value of common stock issued for services		200,000		–		6,000			–			6,000
Fair value of common stock and warrants issued to settle accrued payroll and payroll taxes – related parties		4,666,600		5,000		185,000			–			190,000
Fair value of warrants granted for services		–		–		195,000			–			195,000
Extinguishment of accrued payroll and payroll taxes – related parties treated as contribution of capital		–		–		271,000			–			271,000
Net loss		–		–		–			(113,000	)		(113,000	)
Balance at June 30, 2025		289,156,340		289,000		26,740,000			(26,960,000	)		69,000
Proceeds from sale of common stock units for cash		8,269,399		8,000		240,000			–			248,000
Fair value of common stock issued for services		8,300,000		8,000		386,000			–			394,000
Common stock issued upon cashless exercise of warrants		11,495,000		12,000		(12,000	)		–			–
Net loss		–		–		–			(1,404,000	)		(1,404,000	)
Balance at June 30, 2026		317,220,739	$	317,000	$	27,354,000		$	(28,364,000	)	$	(693,000	)


	Years Ended June 30,
	2026			2025
Operating activities:
Net loss	$	(1,404,000	)	$	(113,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization		15,000			–
Change in fair value of derivative liability		(24,000	)		–
Fair value of warrants granted for services		–			195,000
Fair value of common stock issued for services		394,000			6,000
Gain on patent assignment		–			(880,000	)
Effect of changes in:
Accounts receivable		10,000			(10,000	)
Prepaid expenses		10,000			(11,000	)
Operating lease right-of-use assets		–			42,000
Accounts payable and accrued expenses		99,000			–
Accrued payroll – related parties		129,000			11,000
Accrued interest		16,000			–
Operating lease liabilities		–			(46,000	)
Net cash used in operating activities		(755,000	)		(806,000	)

Investing activities:
Proceeds from patent assignment		–			880,000
Net cash provided by investing activities		–			880,000

Financing activities:
Proceeds from convertible notes payable		60,000			–
Proceeds from common stock units		248,000			–
Proceeds from promissory notes payable – related party		115,000			–
Proceeds from bridge note payable		100,000			–
Repayment of notes payable		–			(4,000	)
Cash provided by (used in) financing activities		523,000			(4,000	)

Net (decrease) increase in cash and cash equivalents		(232,000	)		70,000

Cash and cash equivalents, beginning of period		249,000			179,000
Cash and cash equivalents, end of period	$	17,000		$	249,000

*Supplemental disclosures of cash flow information:*
Cash paid for interest	$	9,000		$	6,000
Cash paid for income taxes	$	–		$	–

*Non-Cash Investing and Financing Activities*
Conversion feature of convertible notes payable accounted as derivative liability	$	38,000		$	–
Fair value of common stock and warrants issued to settle accrued payroll and payroll taxes – related parties	$	–		$	190,000
Extinguishment of accrued payroll and payroll taxes – related parties treated as contribution of capital	$	–		$	271,000

	1.	Purchaser will have acquired shares of common stock of Alchemy Beverages Inc. (“ABI”), a private Delaware corporation in which the Company owns about 17% of the outstanding shares of common stock in ABI (the “ABI Shares”), pursuant to a separate tender offer that will be made by Purchaser for ABI Shares under a separate tender offer agreement executed between ABI and Purchaser;

	2.	Shareholders of the Company will have tendered a sufficient number of CTI Shares to the amended Offer that will enable Purchaser, together with any CTI Shares previously purchased by Purchaser and its affiliates or investors, to acquire at least 90% of the CTI Shares outstanding as of the Record Date;

	3.	No action has been taken by any government entity to restrain or prohibit the consummation of Purchaser’s acquisition of CTI Shares tendered pursuant to the amended Offer;

Schedule of anti-dilutive shares
	June 30, 2026		June 30, 2025
Warrants		31,571,784		49,041,323
Convertible notes		1,295,639		–
		32,867,423		49,041,323

Schedule of bridge note payable
	June 30,			June 30,
	2026			2025
Principal
Bridge note payable	$	111,000		$	–

Debt Discount
Discount on issuance		(11,000	)		–
Discount amortization		3,000			–
Debt discount		(8,000	)		–

Bridge note payable, Net	$	103,000		$	–

Schedule of note payable- related party
	June 30,		June 30,
	2026		2025
Principal
Promissory note payable - related party	$	115,000	$	–

Schedule of convertible notes
	June 30,			June 30,
	2026			2025
Principal
Convertible note payable	$	60,000		$	–

Debt Discount
Discount on issuance		(38,000	)		–
Discount amortization		12,000			–
Debt discount		(26,000	)		–

Net	$	34,000		$	–

Schedule of rollforward of derivative liability
	Fair Value of Derivative Liability
Fair value of derivative liability at issuance in December 2025 and January 2026	$	38,000
Change in fair value of derivative liability		(24,000	)
Fair value of derivative liability at June 30, 2026	$	14,000

Schedule of assumptions used
Stock price	$	0.03 to 0.08
Risk free interest rate		3.48% to 4.01%
Expected volatility		174.5% to 236.5%
Expected life in months		12
Number of common stock issuable		1,206,140 to 1,295,639

Schedule of notes payable
	June 30,		June 30,
	2026		2025
Note payable - EIDL	$	150,000	$	150,000

Schedule of future minimum payments on note payable
Year Ending	Amount
June 30, 2027	$	–
June 30, 2028		–
June 30, 2029		–
June 30, 2030		3,000
June 30, 2031 and thereafter		147,000
Total	$	150,000

Schedule of warrant activity
	Warrants			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)

Outstanding at June 30, 2024		28,841,323		$	0.080		2.61
- Granted		20,200,000			0.015		4.76
- Exercised		–			–		–
- Expired		–			–		–
Outstanding at June 30, 2025		49,041,323		$	0.053		2.81
- Granted		8,269,399			0.055		4.45
- Exercised		(13,700,000	)		–		–
- Forfeited		(5,769,400	)		–		–
- Expired		(6,269,538	)		–		–
Outstanding at June 30, 2026		31,571,784		$	0.056		2.47

Schedule of warrants outstanding and exercisable
		Warrants Outstanding						Warrants Exercisable
				Weighted		Weighted				Weighted
				Average		Average				Average
Exercise		Number		Remaining		Exercise		Number		Remaining
Price		of Shares		Life (Years)		Price		of Shares		Life (Years)

$	0.013		2,000,000		3.39	$	0.013		2,000,000		3.39
$	0.017		4,500,000		3.67	$	0.017		4,500,000		3.67
$	0.030		5,000,000		3.51	$	0.030		5,000,000		3.51
$	0.045		2,499,999		4.85	$	0.045		2,499,999		4.85
$	0.060		5,769,400		4.28	$	0.060		5,769,400		4.28
$	0.090		11,802,385		0.03	$	0.090		11,802,385		0.03
			31,571,784		2.47	$	0.056		31,571,784		2.47

Schedule of reconciliation of effective income tax
	Year ended Jun 30,
	2026					2025
Tax benefit (expense) at the federal statutory rate	$	294,000		21%		$	24,000		21%
State income taxes, net of Federal benefit		98,000		7%			8,000		7%
Prior year net operating loss true up		–		–%			9,000		8%
Valuation allowance		(392,000	)	(28%	)		(41,000	)	(36%	)
Income tax provision	$	–		–%		$	–		–%

Schedule of deferred tax assets and liabilities
	June 30,			June 30,
	2026			2025
Net Operating loss carryforwards	$	3,163,000		$	2,956,000
Stock compensation expense		1,203,000			1,018,000
Total net deferred tax assets		4,366,000			3,974,000
Less valuation allowance		(4,366,000	)		(3,974,000	)
Net deferred tax assets	$	–		$	–

Schedule of segment information
	Year Ended June 30,
	2026			2025
Revenue	$	3,000		$	203,000
Cost of revenue		–			(38,000	)
Gross profit		3,000			165,000

Research and development		(11,000	)		(95,000	)
Salaries		(493,000	)		(471,000	)
Consulting fees		(101,000	)		(67,000	)
Professional fees		(171,000	)		(168,000	)
Rent expense		(36,000	)		(29,000	)
Travel expense		(56,000	)		(30,000	)
Stock-based compensation		(394,000	)		(201,000	)
Other operating expenses		(129,000	)		(91,000	)
Total operating expenses		(1,391,000	)		(1,152,000	)

Net operating loss		(1,388,000	)		(987,000	)

Gain on patent assignment		–			880,000
Interest and other expense, net		(40,000	)		(6,000	)
Change in fair value of derivative liability		24,000			–
Net loss	$	(1,404,000	)	$	(113,000	)

	1.	We do not employ full time in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With respect to material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;

	2.	We have ineffective controls over segregation of duties due to limited resources and number of employees; and

	3.	The Company did not maintain a functioning independent audit committee.

Person	Age	Position

Naum Voloshin	63	President, Principal Executive Officer, Principal Accounting Officer Secretary and Director
Peter N. Christos	69	Director
Jerry Bailey PhD	86	Director

	Restricted Stock Awards
Name	Restricted Stock grant date	Number of securities Underlying Restricted Stock Awards # Exercisable		Number of securities Underlying Restricted Stock Awards # Unexercisable	Restricted Stock Awards Grant Price
Naum Voloshin	6/21/2022	4,000,000	⁽¹⁾	–	0.05
Principal executive and Principal Accounting Officer	11/25/2025	7,500,000	⁽²⁾	–	0.0885