{"url_path":"/sec/gnolf/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 Key Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1261002/0001654954-26-004801-index.html","accession_number":"0001654954-26-004801","cik":"0001261002","ticker":"GNOLF","issuer_name":"GENOIL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1261002/0001654954-26-004801-index.html","primary_entity_key":"0001261002","primary_entity_name":"GENOIL INC"},"word_count":2226,"has_tables":true,"body_markdown":"**Item 3. Key Information**\n\n \n\nA.**[Reserved]\n\n \n\nB.*Capitalization and indebtedness.*\n\n \n\nNot required as this is an annual report under the *Exchange Act*.\n\n \n\nC. *Reasons for the offer and use of proceeds.*\n\n \n\nNot required as this is an annual report under the *Exchange Act*.\n\n \n\nD. *Risk factors.*\n\n \n\n*Going Concern*\n\n \n\nTo date Genoil has not attained commercially viable operations from its various patents and technology rights.\n\n \n\nThe ability of the Company to continue as a going concern is dependent on commercializing its technologies, achieving profitable operations and obtaining the necessary financing in order to develop these technologies further. The outcome of these matters cannot be predicted at this time. The Company will continue to review the prospects of raising additional debt and equity financing to support its operations until such time that its operations become self-sustaining, to fund its research and development activities and to ensure the realization of its assets and discharge of its liabilities. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for future operations.\n\n \n\nThe Company has incurred operating losses and negative cash flows from operations since inception and has not yet generated significant recurring revenues from operations. The Company has historically financed its operations primarily through the issuance of equity securities.\n\n \n\nManagement has evaluated the Company’s expected cash requirements for the twelve-month period following the issuance date of these financial statements and believes that existing cash resources, together with the Company’s historical ability and ongoing expectation to raise additional capital through equity financings, will be sufficient to fund planned operations and meet the Company’s obligations as they become due.\n\n \n\nThe Company has a demonstrated history of successfully raising capital through the sale of equity securities over many years, including under market conditions substantially similar to those currently existing. Management expects to continue accessing capital through existing and prospective investors as needed to support operations while continuing efforts to execute contracts and business initiatives intended to generate future revenues, cash flows, and profitability.\n\n \n\nAccordingly, management has concluded that its plans are probable of being effectively implemented and that the conditions raising uncertainty regarding the Company’s liquidity are alleviated for the twelve-month period following the issuance date of these financial statements.\n\n \n\n \n\n3\n\n*Table of Contents*\n\n \n\n*General Risk Factors*\n\n \n\nAn investment in the Corporation's common shares (“Common Shares”) should be considered highly speculative.  In addition to other information in this Form 20-F, you should carefully consider the following factors when evaluating Genoil and its business.\n\n \n\nMuch of the information included in this annual report includes or is based upon estimates, projections or other “forward-looking statements”.  Such forward-looking statements include any projections or estimates made by the Corporation and its management in connection with its business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect Genoil's current judgment regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this document.\n\n \n\nThe section that follows addresses several of the risk factors related to the Corporation's operations in more detail.\n\n \n\n**Genoil has a history of substantial losses and negative cash flows.  It expects these losses and negative cash flows to continue in the future.  If it is unable to make a profit, the Corporation may not be able to continue to operate its business.**\n\n \n\nGenoil has not earned profits to date and it may not earn profits in the future.  Profitability, if achieved, may not be sustained.  The commercialization of its technologies requires financial resources and capital infusions and future revenues may not be sufficient to generate the funds required to continue its business development and marketing activities.  If the Corporation does not obtain sufficient capital to fund its operations, it may be required to forego certain business opportunities or discontinue operations entirely. \n\n \n\nGenoil has incurred significant losses and expects to continue to incur significantly greater costs than revenue received.  Consequently, the Corporation expects to incur losses in the near term.  If Genoil achieves profitability, it may not be able to sustain it.  The business of initiating, developing and implementing inventive or innovative processes is inherently risky.  Manpower and capital employed may not result in the development of a commercial or economic process.  Once successfully developed, there is no certainty that the intended market will be receptive to the Corporation's technology.  In all areas of its business, Genoil may compete against entities that may have greater technical and financial resources.  The Corporation is completely dependent upon external sources of financing which may not be available on acceptable or economic terms.\n\n \n\n**The intellectual property and technology developed by Genoil may not work in the manner anticipated or the market may not be receptive to its technology or other new technologies might be more feasible to implement.**\n\n \n\nGenoil develops technology for use in various industries.  Part of the risk in this type of undertaking is that the technology may not perform as expected or its use may not be economical.  The development of intellectual property is expensive and time consuming and if the developed product is not marketable, then no revenues will be realized from its development.\n\n \n\nThe marketability of Genoil's technologies depends on the ability of those technologies to meet and adapt to the needs of industry customers.  The markets for Genoil's technologies may not develop further and the current level of market acceptance of its products may decrease or may not be sustainable.  In order to continue marketing its technology, the Corporation must adapt to rapid changes in technology and customer requirements.  The Corporation's success will depend, in part, on its ability to enhance its existing technology, gain market acceptance, and continue to develop its products to meet increasingly demanding customer requirements.\n\n \n\n**Genoil's technology is still experimental so the demand for it is unknown.  The Corporation's potential market may not develop as it anticipates and, accordingly, it may not be able to expand its business or operate it profitably.**\n\n \n\nThe Corporation's technology has not been proven in any commercial venture and, as such, any market for its technology will depend significantly on its own efforts.  As a result, future demand for its technology is unknown.  Genoil believes that many of its potential customers are not fully aware of the benefits of its technology.  The Corporation must educate potential customers regarding these benefits and convince them of its ability to provide complete and reliable services.  The market for its technology may never become viable or grow further.  If the market for its technology does not grow or grows more slowly than it currently anticipates, its business, financial condition and operating results would be materially adversely affected.\n\n \n\n**Key contractors may terminate their engagements.**\n\n \n\nSkilled and educated professionals are a fundamental component of the development of intellectual property.  If these key contractors terminate their engagements with Genoil, the development of its intellectual property may be hindered or delayed, increasing the expenses associated with technology development.  The Corporation's success is dependent on the services of members of its senior management team. The experience and talents of this team will be a significant factor in its continued success and growth.  The loss of any senior management member could have a material adverse effect on its operations and business prospects.  Given its financial situation, Genoil may not be able to retain or replace its key personnel.  The Corporation has no key man insurance.\n\n \n\n \n\n4\n\n*Table of Contents*\n\n \n\n**Genoil has issued common share purchase warrants, options, price appreciation certificates(PACs) and convertible debt, the conversion and/or exercise of which would have a dilutive effect on its earnings per share.**\n\n \n\nAs of December 31, 2025, the following potentially dilutive instruments were outstanding:\n\n \n\nWarrants\n \n\n \n275,795,000\n \n\nOptions\n \n\n \n75,466,000\n \n\nPACs\n \n\n \n611,400,000\n \n\nNotes\n \n\n \n220,139\n \n\n \n\n \n\n \n962,881,139\n \n\nShares o/s\n \n\n \n2,018,347,429\n \n\nPot'l Dil'n\n \n\n \n48%\n\n \n\nFurthermore, the Corporation may enter into commitments in the future which would require the issuance of additional Common Shares, and it may grant additional stock options. The Corporation is authorized to issue an unlimited number of Common Shares. Genoil issues Common Shares for the purpose of raising funds for general working capital requirements, to acquire additional technology, to accommodate strategic partnerships, or for the satisfaction of debts.\n\n \n\n**Third parties may claim that Genoil infringes their proprietary rights.**\n\n \n\nGenoil potentially may be subjected to claims that it has infringed the intellectual property rights of others.  As the number of products in the oil and gas technology industry increases, the Corporation may become increasingly subject to infringement claims, including patent and copyright infringement claims.  In addition, previous employers of its former, current or future employees may assert claims that such employees have improperly disclosed to Genoil the confidential or proprietary information belonging to those employers.  Any such claim, with or without merit, could be time consuming to defend, result in costly litigation, divert management's attention from its core business, require it to stop selling or delay shipping, or cause the redesign of its product.  In addition, Genoil may be required to pay monetary amounts as damages, for royalty or licensing arrangements, or to satisfy indemnification obligations that it has with some of its customers.\n\n \n\n**Genoil may not be able to protect its proprietary information.**\n\n \n\nGenoil relies on a combination of copyright, patents and trade secret laws, confidentiality procedures, contractual provisions and other measures to protect its proprietary information.  All of these measures afford only limited protection.  These measures may be invalidated, circumvented or challenged, and others may develop technologies or processes that are similar or superior to the Corporation's technology.  Despite its efforts to protect its proprietary rights, unauthorized parties may attempt to copy Genoil's products or to obtain or use information that it regards as proprietary.  Given its size and financial situation, Genoil may not be ultimately effective in preventing misappropriation of its proprietary rights.\n\n \n\n**Genoil's intellectual property may become outdated or surpassed by industry improvements.**\n\n \n\nGenoil is a technology-based company and is involved in developing, improving, and marketing its technology to customers.  There is a risk that new developments in Genoil's field of specialty will arise, making its technology products less marketable.  To enhance its position in the technology industry, the Corporation must continue to develop and improve its current products and develop product extensions.  There may not be a demand for the products or capital available to finance their development in the future.\n\n \n\n**Genoil operates in a competitive market.**\n\n \n\nThe business of providing technology-based solutions to industry is highly competitive.  Some of Genoil's competitors may have greater financial and marketing resources, greater market share and name recognition than it has, which would allow them to quickly develop market presence in the markets Genoil serves or allow them to expand into new markets that Genoil intends to serve.  Given its size and financial position, the Corporation may not be able to effectively compete with these competitors.\n\n \n\n \n\n5\n\n*Table of Contents*\n\n \n\n**Potential expansion and opportunities may arise.**\n\n \n\nGenoil may continue to expand its operations or product lines through the acquisition of additional businesses, products or technologies.  It may not be able to identify, acquire or profitably manage additional businesses or successfully integrate any acquired businesses, products or technologies without substantial expenses, delays or other operational or financial challenges.  Furthermore, acquisitions may involve a number of additional risks, including the diversion of management's attention, failure to retain key personnel, unanticipated events or circumstances and legal liabilities, some or all of which could have a material adverse effect on Genoil's business, results of operations and financial condition.  In addition, acquired businesses, products or technologies, if any, may not achieve anticipated revenues and profitability.  Acquisitions could also result in potentially dilutive issuances of equity securities.  The Corporation's failure to manage its acquisition strategy could have a material adverse effect on its business, results of operations and financial condition.\n\n \n\n**U.S. investors may have difficulty enforcing judgments against Genoil or its management.**\n\n \n\nGenoil is incorporated in Canada.  Substantially all of its assets are located outside the United States.  As a result, U.S. investors may not be able to:\n\n \n\n·\neffect service of process upon the Corporation or these persons within the United States; or\n\n \n\n \n\n·\nenforce against the Corporation or these persons in United States courts, judgments obtained in United States courts, including judgments predicated on the civil liability provisions of the federal securities laws of the United States; or\n\n \n\n \n\n·\ninitiate a derivative suit on the Corporation's behalf.\n\n \n\n**Climate Disclosures**\n\n \n\nIt is presently undetermined how climate change may affect Genoil’s business affairs. The Company presently has no Greenhouse Gas Emissions.\n\n \n\nDuring the reporting period, Genoil Inc. had no material operating activities, projects, or commercial operations that would generate significant greenhouse gas emissions or direct climate‑related physical risks. The Company continues to hold its proprietary hydrocarbon‑processing and upgrader‑related technologies, but none were in commercial operation or under active construction or commissioning. As a result, the Company does not report Scope 1, Scope 2, or material Scope 3 emissions, and there are no material climate‑related costs, capital expenditures, or regulatory charges for the period. Management continues to monitor climate‑related regulation and disclosure requirements; however, given the absence of operating activity, the financial and operational impacts of climate change on the Company’s business affairs for this period are not material. Should the Company re‑commence or expand operations, it will re‑assess climate‑related risks and opportunities and provide appropriate disclosures.."}