Karbon-X Corp. 10-K

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is traded in United States markets by OTC Markets Group, Inc., under the symbol “KARX.” The stock currently trades on the OTC Markets "expert" market. We are working to return trading to the OTCQB Market. However, there is no assurance that the common stock will continue to be traded on the OTC Markets or that any liquidity exists for our shareholders. Market Price As the reorganization closed on March 21, 2022, and does not reflect the current operations of the Company, historical market price information before that date is not material to the Company's operations. Historical market price information is currently unavailable as the stock is traded on the OTC "expert" market while we work to return to the OTCQB Market. As of May 31, 2024, the Company had 200,000,000 shares of common stock authorized with 82,174,750 shares issued and outstanding. 12 Table of Contents Penny Stock Regulations Our common stock trades on the “expert” market in United States markets by OTC Markets Group, Inc., a privately owned company headquartered in New York City, under the symbol “KARX.” The sale price of our common stock has been less than $5.00 per share. As such, the Company's common stock is subject to provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly referred to as the “penny stock rule.” Section 15(g) sets forth certain requirements for transactions in penny stocks, and Rule 15g-9(d) incorporates the definition of “penny stock” that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines “penny stock” to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. As long as the Company's common stock is deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Dividends The Company has not issued any dividends on the common stock to date, and does not intend to issue any dividends on the common stock in the near future. We currently intend to use all profits to further the growth and development of the Company. Holders As of May 31, 2024, there were approximately 109 record holders of our common stock. This does not include the holders of our common stock who held their shares in street name as of that date. Transfer Agent Our registrar and transfer agent is VStock Transfer, LLC., 18 Lafayette Place, Woodmere, New York 11598 Recent Sales of Unregistered Securities Subsequent to March 31, 2022 and through June 1, 2022, Karbon-X Corp. completed a private placement pursuant to Rule 506(c) of the Securities Exchange Act of 1934, as amended. In that private placement the company sold 3,820,000 units at $0.25 per unit for total gross proceeds of $955,000. Each unit consisted of one share of common stock and one warrant to purchase a share of common stock for $0.75 per share for a period of two years. From November 2022 through August 10, 2023, Karbon-X Corp. completed a private placement pursuant to Rule 506(c) of the Securities Exchange Act of 1934, as amended. In that private placement the company sold 4,632,297 shares of common stock at $0.50 per share for total gross proceeds of $2,316,486. On June 6, 2023 the Company converted a loan for $100,000 into 200,000 shares at price of $0.50 per share. During November 2023, the Company sold 50,000 shares of common stock and warrants at $.90 per unit for total proceeds of $100,000. During January 2024, the Company revalued the common stock issued to certain previous private placement investors from $2.00 per unit to $0.90 per unit and issued an additional 61,111 shares. On February 13, 2024 the Company entered into a convertible note with an accredited investor for $150,000 with a one-time interest fee of $37,500 converted into common shares originally at $0.90 per share. Item 6. Selected Financial Data . Not applicable.