Cavitation Technologies, Inc 10-K for FY2025

Cavitation Technologies, Inc. (CVAT)

10-K 2025-09-29 For: 2025-06-30

Added on April 06, 2026

About this 10-K

Cavitation Technologies, Inc filed this 10-K on September 29, 2025, covering the fiscal year ended June 30, 2025 (FY2025).

Headline figures

Fiscal year ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $203K; down 85.1% from $1.36M a year earlier
Net loss: $113K; compared with net income of $439K 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	7
Item 1B. Unresolved Staff Comments	7
Item 1C. Cybersecurity	7
Item 2. Properties	7
Item 3. Legal Proceedings	7
Item 4. Mine Safety Disclosures	7

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6. Reserved	8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	13
Item 8. Financial Statements and Supplementary Data	13
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	33
Item 9A. Controls and Procedures	33
Item 9B. Other Information	34
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	34

PART III
Item 10. Directors, Executive Officers and Corporate Governance	35
Item 11. Executive Compensation	36
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13. Certain Relationships and Related Transactions, and Director Independence	39
Item 14. Principal Accounting Fees and Services	39

PART IV
Item 15. Exhibits, Financial Statement Schedules	41
Item 16. Form 10-K Summary	42

Signatures	43

	·	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

	·	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.

	For the Years Ended
	June 30,
	2025			2024			$ Change			% Change

Revenue	$	203,000		$	1,363,000		$	(1,160,000	)		(85.1	)
Cost of revenue		(38,000	)		(156,000	)		118,000			(75.6	)
Gross profit		165,000			1,207,000			(1,042,000	)		(86.3	)

General and administrative expenses		1,057,000			708,000			349,000			49.3
Research and development expenses		95,000			61,000			34,000			55.7
Total operating expenses		1,152,000			769,000			383,000			49.8

Income (loss) from operations		(987,000	)		438,000			(1,425,000	)		325.3

Gain on patent assignment		880,000			–			880,000			100.0
Interest and other income (expense), net		(6,000	)		1,000			(7,000	)		(700.0	)
Net income (loss)	$	(113,000	)	$	439,000		$	(552,000	)		(125.7	)

	·	Payroll expenses increased by $121,000 due to the employment of a previous officer of the Company to assist with product development,
	·	Stock based compensation increased by $201,000 due to stock purchase warrants granted to certain of the Company’s employees and consultants and common stock issued to consultants for services rendered,
	·	Legal fees increased by $43,000 due to patent activity and the expenses incurred with the assignment of patents to Desmet.
	·	Travel expenses decreased by $20,000 due to a reduction in travel by our officers during the current year.

		Page
Report of the Independent, Registered Public Accounting firm PCAOB #572		14
Consolidated Balance Sheets as of June 30, 2025 and June 30, 2024		15
Consolidated Statements of Operations for the years ended June 30, 2025 and June 30, 2024		16
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended June 30, 2025 and 2024		17
Consolidated Statements of Cash Flows for the years ended June 30, 2025 and 2024		18
Notes to the Consolidated Financial Statements		19


	June 30, 2025			June 30, 2024
ASSETS

Current assets:
Cash and cash equivalents	$	249,000		$	179,000
Accounts receivable		10,000			–
Prepaid expenses		27,000			16,000
Total current assets		286,000			195,000

Equity method investment		1,000			1,000
Operating lease right-of-use asset		–			42,000
Other assets		10,000			10,000
Total assets	$	297,000		$	248,000

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses	$	93,000		$	129,000
Accrued payroll and payroll taxes – related parties		–			414,000
Notes payable		9,000			9,000
Operating lease liability, current portion		–			46,000
Total current liabilities		102,000			598,000

Notes payable, non-current		126,000			130,000
Total liabilities		228,000			728,000

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, 2025 and 2024		–			–
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 289,156,340 and 284,289,740 shares issued and outstanding as June 30, 2025 and 2024		289,000			284,000
Additional paid-in capital		26,740,000			26,083,000
Accumulated deficit		(26,960,000	)		(26,847,000	)
Total stockholders' equity (deficit)		69,000			(480,000	)
Total liabilities and stockholders' equity (deficit)	$	297,000		$	248,000


	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at June 30, 2023		284,289,740	$	284,000	$	26,083,000	$	(27,286,000	)	$	(919,000	)
Net income		–		–		–		439,000			439,000
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 issued to settle accrued payroll and payroll taxes – related parties		4,666,600		5,000		85,000		–			90,000
Fair value of warrants granted for services		–		–		195,000		–			195,000
Fair value of warrants issued to settle accrued payroll and payroll taxes – related parties		–		–		100,000		–			100,000
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


	Years Ended June 30,
	2025			2024
Operating activities:
Net income (loss)	$	(113,000	)	$	439,000
Adjustments to reconcile net income (loss) to net cash generated by (used in) operating activities:
Depreciation		–			1,000
Fair value of warrants granted for services		195,000			–
Fair value of common stock issued for services		6,000			–
Gain on patent assignment		(880,000	)		–
Effect of changes in:
Accounts receivable		(10,000	)		–
Prepaid expenses		(11,000	)		(16,000	)
Operating lease right-of-use assets		42,000			71,000
Accounts payable and accrued expenses		–			9,000
Accrued payroll and payroll taxes – related parties		11,000			134,000
Customer advances		–			(391,000	)
Operating lease liabilities		(46,000	)		(75,000	)
Net cash generated by (used in) operating activities		(806,000	)		172,000

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

Financing activities:
Repayment of notes payable		(4,000	)		(11,000	)
Cash used in financing activities		(4,000	)		(11,000	)

Net increase in cash and cash equivalents		70,000			161,000

Cash and cash equivalents, beginning of period		179,000			18,000
Cash and cash equivalents, end of period	$	249,000		$	179,000

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

Non-Cash Investing and Financing Activities
Fair value of common stock issued to settle accrued payroll and payroll taxes – related parties	$	90,000		$	–
Fair value of warrants issued to settle accrued payroll and payroll taxes – related parties	$	100,000		$	–
Extinguishment of accrued payroll and payroll taxes – related parties treated as contribution of capital	$	271,000		$	–

Schedule of anti-dilutive shares
	June 30, 2025		June 30, 2024
Warrants		49,041,323		28,841,323

Schedule of segment information
	Year Ended December 31,
	2025			2024
Revenue	$	203,000		$	1,363,000
Cost of revenue		(38,000	)		(156,000	)
Gross profit		165,000			1,207,000

Research and development		(95,000	)		(61,000	)
Salaries		(471,000	)		(351,000	)
Consulting fees		(67,000	)		(34,000	)
Professional fees		(168,000	)		(140,000	)
Rent expense		(29,000	)		(55,000	)
Travel expense		(30,000	)		(50,000	)
Stock-based compensation		(200,000	)		–
Other operating expenses		(92,000	)		(78,000	)
Total operating expenses		(1,152,000	)		(769,000	)
Gain on patent assignment		880,000			–
Interest expense		(6,000	)		1,000
Net Income (loss)	$	(113,000	)	$	439,000

Schedule of components of lease expense and supplemental cash flow information related to leases
	June 30,		June 30,
	2025		2024
Lease costs:
Operating lease (included in general and administrative in the Company’s consolidated statement of operations)	$	80,000	$	76,000

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	84,000	$	78,000

Weighted average remaining lease term – operating leases (in years)		–		0.6
Average discount rate – operating leases		–		4%

The supplemental balance sheet information related to leases for the period is as follows:
Long-term right-of-use assets	$	–	$	42,000

Short-term operating lease liabilities	$	–	$	46,000
Long-term operating lease liabilities		–		–
Total operating lease liabilities	$	–	$	46,000

Schedule of notes payable
	June 30,		June 30,
	2025		2024
Note payable - EIDL	$	135,000	$	139,000
Disclosed as:
Short-term note payable		9,000		9,000
Long-term note payable		126,000		130,000
Total note payable	$	135,000	$	139,000

Schedule of future minimum payments on note payable
Year Ending	Amount
June 30, 2026	$	9,000
June 30, 2027		9,000
June 30, 2028		9,000
June 30, 2029		9,000
June 30, 2030 and thereafter		99,000
Total	$	135,000

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		10,700,000		4.39	$	0.013		10,700,000		4.39
$	0.016		5,000,000		4.64		0.016		5,000,000		4.64
$	0.017		4,500,000		4.67		0.017		4,500,000		4.67
$	0.030		5,000,000		4.51		0.030		5,000,000		4.51
$	0.090		23,841,323		1.00		0.090		23,841,323		1.00

			49,041,323		2.81	$	0.053		49,041,323		2.81

Schedule of reconciliation of effective income tax
	June 30,			June 30,
	2025			2024
Federal statutory rate		21%			21%
State income taxes, net of Federal benefit		7%			7%
Net operating loss utilized		(28%	)		(28%	)
Prior year net operating loss true up		11%			(93%	)
Valuation allowance		(11%	)		93%
Income tax provision		–			–

Schedule of deferred tax assets and liabilities
	June 30,			June 30,
	2025			2024
Net Operating loss carryforwards	$	2,956,000		$	2,971,000
Stock compensation expense		1,018,000			962,000
Total net deferred tax assets		3,974,000			3,933,000
Less valuation discount		(3,974,000	)		(3,933,000	)
Net deferred tax assets	$	–		$	–

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	62	President, PEO, Principal Accounting Officer Secretary and Director
Peter N. Christos	68	Director
Jerry Bailey PhD	85	Director

	Year	Salary		Bonus		Stock Awards		Warrant Awards		Non-Equity Incentive Plan Compensation		Changes in Pension Value and Non-Qualified Deferred Compensation		All Other Compensation		Totals
Naum Voloshin	2025	$	187,200	$	–	$	–	$	39,200	$	–	$	–	$	–	$	226,400
Principal Executive & Principal Accounting Officer	2024	$	166,305	$	–	$	–	$	–	$	–	$	–	$	–	$	166,305

James W. Creamer	2025	$	–	$	–	$	–	$	–	$	–	$	–	$	–	$	–
Chief Financial Officer (1)	2024	$	20,000	$	–	$	–	$	–	$	–	$	–	$	–	$	20,000

	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	–	0.05
Principal executive and Principal Accounting Officer

	Fees						Non-equity
	Earned						inventive		Non-qualified		All
	or paid		Stock		Option		plan		deferred		other
	in cash		Awards		Awards		compensation		compensation		compensation		Total
Name	($)		($)		($)		($)		Earnings		($)		($)

James Fuller	$	–	$	–	$	–	$	–	$	–	$	–	$	–
Jerry Bailey	$	–	$	10,000	$	–	$	–	$	–	$	5,000	$	15,000
Peter Christos	$	–	$	10,000	$	–	$	–	$	–	$	–	$	10,000

		Amount and
		Nature of
		Beneficial	Percent of
Name of Beneficial Owner		Ownership	Class (1)
Naum Voloshin	(2)	19, 212,390	6.4	%
President, Principal Executive Officer, Principal Accounting Officer and Director

James Fuller	(3)	2,337,500	*
Chairman of Audit Committee, Director (Resigned effective August 22, 2024)

Dr. Gerald Bailey	(4)	1,400,000	*
Director

Dr. Peter Christos	(5)	1,000,000	*
Director

Directors and Officers		23,949,890	7.9	%
(as a group, four individuals)

*	Less than 1%
(1)	Unless otherwise set forth below, the mailing address of Executive Officers, Directors and 5% or greater holders is in care of the Company.
(2)	Consists of 10,212,390 shares of common stock, including 4,000,000 restricted shares granted to Mr. Voloshin on June 21, 2022 and warrants exercisable for 9,000,000 shares of common stock.
(3)	Consists of 837,500 shares of common stock and warrants exercisable for 1,500,000 shares of common stock, all of which are vested.
(4)	Consists of warrants exercisable for 1,400,000 shares of common stock.
(5)	Consists of warrants exercisable for 1,000,000 shares of common stock.

	June 30, 2025		June 30, 2024

Audit Fees and Expenses (1)	$	60,000	$	86,000
All Other Fees	$	–	$	9,000

SIGNATURE	TITLE	DATE

/s/ N. Voloshin	President; Member of Board of Directors	September 29, 2025
N. Voloshin	(Principal Executive Officer)

/s/ N. Voloshin	Chief Financial Officer	September 29, 2025
N. Voloshin	(Principal Financial Officer)

/s/ Dr. Gerald Bailey	Independent Director	September 29, 2025
Dr. Gerald Bailey

/s/ Peter N Christos	Independent Director	September 29, 2025
Peter N. Christos

Date: September 29, 2025	/s/ N. VOLOSHIN
	Name: N. Voloshin
	Title: Chief Executive Officer