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 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. Market Price 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. 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 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.” 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, 2025, there were approximately 118 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 12 Table of Contents Recent Sales of Unregistered Securities 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. 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. 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. On March 31, 2025, the Company issued 57,875 shares at $2.04 per share for compensation of $118,007. On May 22, 2025, the Company converted 360,000 options related to its stock option plan into 205,715 shares via a cashless exercise. On May 15, 2025, 7,429 shares were issued upon exercise of 10,400 warrants in a cashless exercise. Item 6. Selected Financial Data. Not applicable.