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Market Information
−Removed: 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.
−Removed: We are working to return trading to the OTCQB Market.
+Added: Our common stock is traded in United States markets by OTC Markets Group, Inc., under the symbol “KARX.” The stock currently listed for trading on the OTCQX Market maintained by OTC Markets Group, Inc.
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.
−Removed: 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.
−Removed: 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.
+Added: The Company recently began trading on the OTCQX market maintained by OTC Markets Group, Inc., but with the limited history it does not reflect the current operations of the Company.
+Added: Consequentially, historical market price information is not material to the Company's operations.
As of May 31, 2025, the Company had 200,000,000 shares of common stock authorized with 81,992,857 shares issued and outstanding.
Penny Stock Regulations
−Removed: 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.
+Added: Our common stock trades on the OTCQX maintained 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.”
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Recent Sales of Unregistered Securities
−Removed: Subsequent to March 31, 2022 and through June 1, 2022, Karbon-X Corp.
−Removed: completed a private placement pursuant to Rule 506(c) of the Securities Exchange Act of 1934, as amended.
−Removed: In that private placement the company sold 3,820,000 units at $0.25 per unit for total gross proceeds of $955,000.
−Removed: 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.
−Removed: From November 2022 through August 10, 2023, Karbon-X Corp.
−Removed: completed a private placement pursuant to Rule 506(c) of the Securities Exchange Act of 1934, as amended.
−Removed: 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.
−Removed: On June 6, 2023 the Company converted a loan for $100,000 into 200,000 shares at price of $0.50 per share.
−Removed: During November 2023, the Company sold 50,000 shares of common stock and warrants at $.90 per unit for total proceeds of $100,000.
−Removed: 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.
−Removed: 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.
+Added: During the year ended May 31, 2025, Karbon-X Corp completed following private placement pursuant to Rule 506(c) of the Securities Exchange Act of 1934, as amended.
+Added: During the year ended May 31, 2025, the Company sold 1,926,742 shares at $.90 per share for total proceeds of $1,712,099.
+Added: On March 31, 2025, the Company converted a loan for $350,000 principal and $16,724 interest into 407,471 shares at a price of $.90 per share.
+Added: On March 31, 2025, the Company issued 57,875 shares at $2.04 per share for compensation of $118,007.
+Added: On May 22, 2025, the Company converted 360,000 options related to its stock option plan into 205,715 shares via a cashless exercise.
+Added: On May 15, 2025, 7,429 shares were issued upon exercise of 10,400 warrants in a cashless exercise.
Selected Financial Data.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.