Genvor Inc 8-K, filed Oct 19, 2026
Genvor Inc (GNVR)
About this 8-K
Genvor Inc filed this 8-K on October 19, 2026, reporting on events of October 16, 2026.
Genvor Incorporated issued promissory notes to directors Dr. Jesse Jaynes and Dr. Clayton Yates, receiving $20,000 and $10,000 on October 8, 2026. Each note carries a 2% original issue discount and 15% annual interest, due April 8, 2027. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On October 16, 2026, Genvor Incorporated (the “Company”) issued to Dr. Jesse Jaynes, a member of the Company’s Board of Directors and the Company’s Chief Scientific Officer, a promissory note (the “Jaynes Note”), in consideration of Dr. Jaynes’ funding of $20,000 to the Company on October 8, 2026. The Jaynes Note includes a 2% original issue discount such that the original principal amount due to be paid to Dr. Jaynes is $20,408.16. The Jaynes Note accrues interest at the rate of 15% per annum, matures on April 8, 2027 (six months after funding), and is not convertible into equity of the Company.
On October 16, 2026, the Company issued to Dr. Clayton Yates, a member of the Company’s Board of Directors, a promissory note (the “Yates Note”), in consideration of Dr. Yates’ funding of $10,000 to the Company on October 8, 2026. The Yates Note includes a 2% original issue discount such that the original principal amount due to be paid to Dr. Yates is $10,204.08. The Yates Note accrues interest at the rate of 15% per annum, matures on April 8, 2027 (six months after funding), and is not convertible into equity of the Company.
The foregoing descriptions of the Jaynes Note and the Yates Note do not purport to be complete and are qualified in their entirety by reference to the full text of those promissory notes, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Promissory Note, dated October 8, 2026, by the Company to Dr. Jesse Jaynes * | |
| 10.2 | Promissory Note, dated October 8, 2026, by the Company to Dr. Clayton Yates * | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| * | Filed herewith. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 19, 2026
| GENVOR INCORPORATED | ||
| By: | /s/ Chad Pawlak | |
| Name: | Chad Pawlak | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
PROMISSORY NOTE
| $20,408.16 | October 8, 2026 |
FOR VALUE RECEIVED, Genvor Incorporated, a Nevada corporation with an address at 1550 W Horizon Ridge Pkwy, Ste R #3040, Henderson, Nevada 89012 (referred to herein as “Debtor”), hereby irrevocably promises and agrees to pay to the order of Jesse Jaynes, an individual with an address at 1583 Overhill Court, Auburn, Alabama 36830 (“Creditor”), or at such other place as set forth herein or as designated in writing by the Holder (as defined below) hereof, in lawful money of the United States of America, the principal sum of Twenty Thousand Four Hundred Eight and 16/100 Dollars ($20,408.16), together with interest thereon and other fees in connection therewith, all in accordance with the terms and conditions set forth below.
1. Interest accrues on the unpaid principal balance at fifteen percent (15%) per annum, simple interest, calculated on the basis of a 365-day year, from October 8, 2026 (the “Funding Date”) until paid. The principal sum includes a two percent (2%) original issue discount; on the Funding Date Creditor advanced $20,000.00 to Debtor, equal to ninety-eight percent (98%) of the principal sum. The original issue discount is fully earned on the Funding Date and is not refundable on prepayment. Principal and all accrued interest are due and payable in full in cash on April 8, 2027 (the “Maturity Date”), six (6) months after the Funding Date. Upon the occurrence of any event described in Section 4, interest accrues at eighteen percent (18%) per annum.
2. Creditor may sell, assign, transfer, pledge or hypothecate this Note and any or all of its rights and remedies hereunder at any time, with or without notice to Debtor, to any person or entity. Creditor and its successors and assigns under this Note are sometimes referred to herein as the “Holder.”
3. Debtor may prepay any amount due hereunder, in whole or in part, at any time without penalty or premium for such early payment, together with accrued interest on the amount prepaid to the date of prepayment, applied first to accrued interest and then to principal. Debtor shall also be entitled to offset against this Note any amount owed by Creditor to Debtor, including without limitation any losses or expenses actually incurred by Debtor as a result of a breach by Creditor of any of its obligations between Debtor and Creditor.
4. If (a) any payment or delivery required by this Note is not made when due hereunder, or any obligation or covenant undertaken by Debtor hereunder is not performed or observed as and when required hereby, (b) Debtor defaults in the performance of any obligation evidenced by this Note, (c) any representation or warranty made by Debtor in this Note or any other instrument, agreement or document delivered by Debtor or any other party for Debtor’s benefit in connection herewith proves to have been materially false or inaccurate when made, (d) any event of default occurs under any instrument securing the obligations evidenced by this Note, or (e) Debtor files an assignment for the benefit of creditors or for relief under any provisions of the Bankruptcy Code, or suffers an involuntary petition in bankruptcy or receivership to be filed and not vacated within 30 days, then the Holder may at its sole option consider the entire unpaid principal balance and accrued but unpaid interest hereunder at once become due and payable without notice (time being the essence hereof). The exercise or failure to exercise such remedy shall not constitute a waiver of the right to exercise such remedy or preclude the exercise of any other remedy in the event of any subsequent default, event or circumstance that gives rise to such right of acceleration.
5. In the event that any payment under this Note is not made at the time and in the manner required (whether before or after maturity), Debtor agrees to pay any and all costs and expenses (regardless of the particular nature thereof and whether incurred before or after the initiation of suit or before or after judgment) which may be incurred by Holder in connection with the enforcement of any of its rights under this Note, including, but not limited to, attorneys’ fees and all costs and expenses of collection.
6. Debtor, on behalf of itself and all sureties, guarantors, and endorsers hereof, if any, hereby waives presentment for payment, demand, and notice of dishonor and nonpayment of this Note, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Holder with respect to the payment or other provisions of this Note, and to the release of any security, or any part thereof, with or without substitution.
7. The failure of Holder in any one or more instances to insist upon strict performance of any of the terms and provisions of this Note, or to exercise any option conferred herein shall not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms, provisions or options on any future occasion.
8. This Note is delivered in the State of Nevada and shall be governed by and construed in accordance with the laws of said state, without giving effect to any conflict of laws provisions. This Note shall bind the successors and assigns of Debtor and shall inure to benefit of the successors and assigns of Creditor.
9. This Note constitutes the entire understanding and agreement between the parties with regard to the subject matters hereof and thereof, and supersedes and replaces any prior understanding or agreement, oral or written, relating to such subject matters.
10. This Note is an unsecured general obligation of Debtor, ranks junior in right of payment to Debtor’s outstanding senior secured convertible notes held by Evergreen Capital Management LLC, and ranks pari passu with Debtor’s other unsecured indebtedness.
IN WITNESS WHEREOF, Debtor has executed this Note on or as of the day and year first above written.
| GENVOR INCORPORATED | ||
| By: | /s/ Chad Pawlak | |
| Name: | Chad Pawlak | |
| Title: | Chief Executive Officer | |
| ACKNOWLEDGED AND AGREED: | ||
| By: | /s/ Jesse Jaynes | |
| Name: | Jesse Jaynes | |
| Date: | October 17, 2026 | |
Exhibit 10.2
PROMISSORY NOTE
| $10,204.08 | October 8, 2026 |
FOR VALUE RECEIVED, Genvor Incorporated, a Nevada corporation with an address at 1550 W Horizon Ridge Pkwy, Ste R #3040, Henderson, Nevada 89012 (referred to herein as “Debtor”), hereby irrevocably promises and agrees to pay to the order of Clayton Yates, an individual with an address at 8126 Forest Glen Dr., Pasadena, Maryland 21122 (“Creditor”), or at such other place as set forth herein or as designated in writing by the Holder (as defined below) hereof, in lawful money of the United States of America, the principal sum of Ten Thousand Two Hundred Four and 08/100 Dollars ($10,204.08), together with interest thereon and other fees in connection therewith, all in accordance with the terms and conditions set forth below.
1. Interest accrues on the unpaid principal balance at fifteen percent (15%) per annum, simple interest, calculated on the basis of a 365-day year, from October 8, 2026 (the “Funding Date”) until paid. The principal sum includes a two percent (2%) original issue discount; on the Funding Date Creditor advanced $10,000.00 to Debtor, equal to ninety-eight percent (98%) of the principal sum. The original issue discount is fully earned on the Funding Date and is not refundable on prepayment. Principal and all accrued interest are due and payable in full in cash on April 8, 2027 (the “Maturity Date”), six (6) months after the Funding Date. Upon the occurrence of any event described in Section 4, interest accrues at eighteen percent (18%) per annum.
2. Creditor may sell, assign, transfer, pledge or hypothecate this Note and any or all of its rights and remedies hereunder at any time, with or without notice to Debtor, to any person or entity. Creditor and its successors and assigns under this Note are sometimes referred to herein as the “Holder.”
3. Debtor may prepay any amount due hereunder, in whole or in part, at any time without penalty or premium for such early payment, together with accrued interest on the amount prepaid to the date of prepayment, applied first to accrued interest and then to principal. Debtor shall also be entitled to offset against this Note any amount owed by Creditor to Debtor, including without limitation any losses or expenses actually incurred by Debtor as a result of a breach by Creditor of any of its obligations between Debtor and Creditor.
4. If (a) any payment or delivery required by this Note is not made when due hereunder, or any obligation or covenant undertaken by Debtor hereunder is not performed or observed as and when required hereby, (b) Debtor defaults in the performance of any obligation evidenced by this Note, (c) any representation or warranty made by Debtor in this Note or any other instrument, agreement or document delivered by Debtor or any other party for Debtor’s benefit in connection herewith proves to have been materially false or inaccurate when made, (d) any event of default occurs under any instrument securing the obligations evidenced by this Note, or (e) Debtor files an assignment for the benefit of creditors or for relief under any provisions of the Bankruptcy Code, or suffers an involuntary petition in bankruptcy or receivership to be filed and not vacated within 30 days, then the Holder may at its sole option consider the entire unpaid principal balance and accrued but unpaid interest hereunder at once become due and payable without notice (time being the essence hereof). The exercise or failure to exercise such remedy shall not constitute a waiver of the right to exercise such remedy or preclude the exercise of any other remedy in the event of any subsequent default, event or circumstance that gives rise to such right of acceleration.
5. In the event that any payment under this Note is not made at the time and in the manner required (whether before or after maturity), Debtor agrees to pay any and all costs and expenses (regardless of the particular nature thereof and whether incurred before or after the initiation of suit or before or after judgment) which may be incurred by Holder in connection with the enforcement of any of its rights under this Note, including, but not limited to, attorneys’ fees and all costs and expenses of collection.
6. Debtor, on behalf of itself and all sureties, guarantors, and endorsers hereof, if any, hereby waives presentment for payment, demand, and notice of dishonor and nonpayment of this Note, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Holder with respect to the payment or other provisions of this Note, and to the release of any security, or any part thereof, with or without substitution.
7. The failure of Holder in any one or more instances to insist upon strict performance of any of the terms and provisions of this Note, or to exercise any option conferred herein shall not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms, provisions or options on any future occasion.
8. This Note is delivered in the State of Nevada and shall be governed by and construed in accordance with the laws of said state, without giving effect to any conflict of laws provisions. This Note shall bind the successors and assigns of Debtor and shall inure to benefit of the successors and assigns of Creditor.
9. This Note constitutes the entire understanding and agreement between the parties with regard to the subject matters hereof and thereof, and supersedes and replaces any prior understanding or agreement, oral or written, relating to such subject matters.
10. This Note is an unsecured general obligation of Debtor, ranks junior in right of payment to Debtor’s outstanding senior secured convertible notes held by Evergreen Capital Management LLC, and ranks pari passu with Debtor’s other unsecured indebtedness.
IN WITNESS WHEREOF, Debtor has executed this Note on or as of the day and year first above written.
| GENVOR INCORPORATED | ||
| By: | /s/ Chad Pawlak | |
| Name: | Chad Pawlak | |
| Title: | Chief Executive Officer | |
| ACKNOWLEDGED AND AGREED: | ||
| By: | /s/ Clayton Yates | |
| Name: | Clayton Yates | |
| Date: | October 17, 2026 | |