{"url_path":"/sec/gnolf/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Genoil's 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":2788,"has_tables":true,"body_markdown":"**Item 4. Genoil's Information**\n\n \n\nA. *Genoil's history and development.*\n\n \n\n*The Company*\n\n \n\nGenoil was created from an amalgamation on September 5, 1996 under the*Canada Business Corporations Act* of Genoil Inc. and Continental Fashion Group Inc., a public company whose shares traded on the Alberta Stock Exchange. At the time of the merger, Continental Fashion Group Inc. had no assets, no liabilities and did not carry on any business.\n\n \n\nThe address of its head office is\n\n4500 Bankers Hall East,\n\n855 - 2nd Street SW, Calgary, AB, T2P 4K7\n\nand its phone number is 212-688-8868.\n\n \n\n \n\n6\n\n*Table of Contents*\n\n \n\n*Recent History*\n\n \n\n2025\n\n \n\nEffective December 31, 2025, as a result of the inflation protection provision, the principal balance due to Lifschultz Enterprise Company LLC increased 2.69% or $5,765 (from $214,375 to $220,139) and the accrued interest balance due Lifschultz Enterprise Company LLC increased 2.69% or $1,892 (from $70,364 to $72,256). The $7,657 total increase in the principal and accrued interest balances has been included in Finance expense in the accompanying consolidated statement of operations for the year ended December 31, 2025.\n\n \n\nDuring the year ended December 31, 2025 the Company issued 43,375,000 shares of common stock (and warrants) in private placements for total net proceeds of $402,500.\n\n \n\nDuring the year ended December 31, 2025 the Company issued 5,650,000 shares of common stock as compensation for services. The fair value of the shares totaled $54,000.\n\n \n\nOn March 25, 2026**,**the Company announced that its Upstream Upgrading Syncrude Production capability as an immediate, scalable response to the 2026 global energy crisis driven by the war with Iran and widespread attacks on Gulf energy infrastructure. Those events have produced sharp price spikes, national emergencies, fuel rationing, public unrest and broad economic strain across Asia, Europe and elsewhere.\n\n \n\n2024\n\nDuring the fourth quarter of 2024, the Company evaluated the land located in Alberta, Canada and determined that it no longer possesses any realizable value. Accordingly, the carrying amount of the land has been written off, and the loss has been recognized in the consolidated statement of operations for the period.\n\n \n\nEffective December 31, 2024, as a result of the inflation protection provision, the principal balance due Lifschultz Enterprise Company LLC increased 2.950% or $6,143 (from $208,232 to $214,375) and the accrued interest balance due Lifschultz Enterprise Company LLC increased 2.950% or $1,106 (from $37,506 to $38,612). The $6,143 total increase in the principal and accrued interest balances has been included in Finance expense.\n\n \n\nDuring the first quarter of 2024, the Company sold a total of 15,730,000 shares of common stock (and warrants) in private placements for total proceeds of $ 157,300.\n\n \n\nDuring the second quarter of 2024, the Company sold a total of 14,390,000 shares of common stock (and warrants) in private placements for total proceeds of $143,800.\n\n \n\nDuring the third quarter of 2024, the Company sold a total of 16,610,000 shares of common stock (and warrants) in private placements for total proceeds of $166,100.\n\n \n\nDuring the fourth quarter of 2024, the Company sold a total of 8,265,000 shares of common stock (and warrants) in private placements for total proceeds of $75,650.\n\n \n\nDuring the fourth quarter of 2024, the Company issued a total of 1,200,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $12,000.\n\n \n\nGenoil is currently evaluating the possibility of converting the residue in light oil, estimated to be 40% of the total volume, to light oil. The potential of this conversion could amount to 40 million barrels of oil per day.\n\n \n\n2023\n\n \n\nDuring the first quarter of 2023, the Company sold a total of 11,800,000 shares of common stock (and warrants) in private placements for total proceeds of $118,000.\n\n \n\nDuring the first quarter of 2023, the Company issued a total of 1,200,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $12,000.\n\n \n\nDuring the second quarter of 2023, the Company sold a total of 12,520,000 shares of common stock (and warrants) in private placements for total proceeds of $125,200.\n\n \n\nDuring the second quarter of 2023, the Company issued a total of 2,450,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $24,500.\n\n \n\nDuring the third quarter of 2023, the Company sold a total of 12,960,000 shares of common stock (and warrants) in private placements for total proceeds of $129,600.\n\n \n\nDuring the third quarter of 2023, the Company issued a total of 4,305,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $43,050.\n\n \n\nDuring the fourth quarter of 2023, the Company sold a total of 27,850,000 shares of common stock (and warrants) in private placements for total proceeds of $ 278,500.\n\n \n\nDuring the fourth quarter of 2023, the Company issued a total of 3,200,000 shares of common stock as compensation for services. The fair value of the shares issued (at dates of issuance) totaled $32,000.\n\n \n\n \n\n7\n\n*Table of Contents*\n\n  \n\nDuring 2023, Genoil changed its approach on the application of the GHU. Rather than solely focusing on the conversion of in situ heavy oil, the focus has shifted to converting the residue in light oil. There are a hundred million barrels of oil being pumped out each day from wells all over the world. On the light oil side Genoil can increase light oil production 54% by converting the 35% residue in the light oil (Brent, WTI) to light oil.\n\n \n\nThe interest by potential customers has very greatly increased.\n\n \n\nB. *Business overview.*\n\n \n\n*General Development of the Business***\n\n \n\nGenoil's principal business is the development of technologies relating to the oil and gas industry. Its present goal is to commercialize its technologies internationally.\n\n \n\nThe Corporation owns rights to several patented and proprietary technologies. A number of products that have been created from these technologies are under development. None of its technologies have been commercialized. A discussion of these products follows.\n\n \n\nNo consideration has been given to consumer boycotts as a result of operations in Countries of Particular Concern as defined by the *International Religious Freedom Act of 1998*. Genoil is a Canadian company and as such the *International Religious Freedom Act of 1998* does not apply to its operations. The Corporation does not produce consumer products.\n\n \n\nGenoil formed a corporation in the Middle East with SBK Commercial Business Group in the United Arab Emirates. The corporation is named “Genoil Emirates”.\n\n \n\nThe purpose of this new corporation is to create projects in the U.A.E. for all of Genoil’s technologies, including: desulfurization, oil upgrading and recycling, water purification port technologies, well testing, and sand cleaning. Currently the United Arab Emirates has the seventh largest oil reserves in the world and is looking to expand production.\n\n \n\nThe Genoil Emirates joint venture between Genoil and SBK Commercial Business Group has significant promise. Genoil Emirates has established its head office in Riyadh, 11321 Kingdome of Saudi Arabia. The address is Building B, Near Gulf Commercial Complex Olaya, P.O. Box: 230032. It also has a branch location at Khober DAMAM, Block 7 Office 32 Khober, Telephone: +96614633181 Facsimile: +96614664763.\n\n \n\nGenoil has no exposure to areas of political conflict relating to the Israel-Hamas circumstance or the fall of the Assad regime in Syria.\n\n \n\n*Pilot Heavy Oil Upgrader*\n\n \n\nGenoil has been primarily involved in the development and commercial applications of its proprietary heavy oil upgrading technology – the Genoil Hydroconversion Upgrader (GHU®).\n\n \n\nThe GHU® converts sour (high sulphur), heavy hydrocarbon feed stocks into lighter oil with higher quality distillates for conventional refining. The GHU® process uses a hydrogen enrichment methodology based on catalytic hydrogenation and flash separation.\n\n \n\nThe GHU®’s unique intellectual property is in its hydroconversion design and mixing devices. A GHU® provides greater mass/heat transfer between hydrogen, crude and catalyst. As a result, hydroconversion can be achieved at mild operating conditions.\n\n \n\nSour, acidic, heavy crude and residual by-products are converted into lighter distillates, increasing the API (or lowering the density), while maximizing denitrogenation, desulphurisation and demetalisation to meet new regulatory requirements. The upgraded crude product will have higher yields of naphtha, distillates and vacuum gas oil with reduced levels of contaminants such as sulphur, nitrogen and metals. Genoil’s process is designed specifically to eliminate most of the sulphur from the feed stocks.\n\n \n\nThe Genoil GHU Upgrader has been designed to remove 99.5% of the sulphur, as shown in its latest tests, while lightening the oil at the same time, significantly raising its API gravity.\n\n \n\nThe Genoil Upgrading Process yields zero waste and consumes no external energy or hydrogen, deriving its hydrogen and energy from its own residue. The cost structure is therefore much lower than standard upgrading processes in hydrogenation and does not give off a waste byproduct such as coking of 30%.\n\n \n\n \n\n8\n\n*Table of Contents*\n\n \n\n*Oil/Water Separation*\n\n \n\nThe Genoil Water Treatment Department has increased its significance in the business model of the Corporation. Initially developed for the bilge area of a ship, the Crystal Separator is suitable for a wide range of applications, including off-shore oil platforms, wastewater treatment plants, refineries, gasoline service stations and ports.****Genoil’s Crystal Sea oil and water separator is a compact unit that is able to handle small volumes from 2 GPM to 20 GPM using a compartmental process.\n\n \n\n*Revenues from Product Sales*\n\n \n\nThe majority of Genoil's products continue to be at the commercialization stage and have not recently produced revenues.\n\n \n\n*Expenditures Relating to the Sale of Products*\n\n \n\nGenoil is primarily involved in the development of its technologies for commercial application. The Company has been building its internal capabilities. Genoil utilizes independent contractors to provide engineering and other services for projects as needed.\n\n \n\nGenoil does not intend to commit to any expenditures of any other nature, beyond expenditures necessary for the development and maintenance of its technologies, in the near future.\n\n \n\n*Geographic Markets*\n\n \n\nThe Company markets its technology mainly to potential customers in the Middle East, Russia and China. The markets for Genoil’s products are global.\n\n \n\n*Intellectual Property Rights***\n\n \n\nGenoil has been granted 7 US patents (Patent nos. 6,527,960; 7,001,502; 7,014,756; 5,603,825, 7,510,689, 7,704,400, and, 7,754,076), 2 Canadian patents (No. 2,243,142 and 2,306,069). Genoil either owns or licenses the rights to all intellectual properties used in its products.\n\n \n\nGenoil has copyright, patent rights and trademarks, which are necessary and contribute significantly to the preservation of its competitive position in the markets which it addresses. It is possible that the Corporation's patents and other intellectual property will be challenged, invalidated or circumvented by third parties in the future. In the future, it may not be able to obtain necessary licenses on commercially reasonable terms. Genoil enters into nondisclosure agreements with its suppliers, contractors and employees, as appropriate, so as to limit access to and disclosure of its proprietary information. These measures may not suffice to deter misappropriation or independent third party development of similar technologies, which may adversely affect the Corporation.\n\n \n\n*Sales, Marketing and Distribution*\n\n \n\nGenoil intends to market its products and license its GHU technology throughout the world's oil refining and production industry\n\n \n\n*Competition*\n\n \n\nGenoil is aware that several other companies may be presently pursuing the development of technologies in the oil and gas industry. It acknowledges that it is possible that some of these technologies may be similar in nature to its products and technologies. Such companies, should they be involved in selling or developing the same technology as Genoil, may be potential competitors to the Corporation. The Company believes that its patented fixed bed catalyst hydroprocessing technology in the GHU is competitively advantaged in the market by virtue of the expected comparatively low capital and operating costs and high product yields for operators relative to other coking or hydroprocessing products.\n\n \n\n*Government Regulations*\n\n \n\nThere are several government regulations with which Genoil must comply. Failure to comply with these regulations could adversely affect its business. Certain government regulations require the imposition of standards that are normally a part of industry knowledge, and as such, would be understood and acted upon by the Corporation in the normal course of doing business.\n\n \n\nGenoil, as a producer of technology and intellectual property, is not generally subject to environmental regulations. Genoil specializes in mechanical processes and as such its regular operations do not fall within the scope of environmental protection legislation.\n\n \n\n \n\n9\n\n*Table of Contents*\n\n \n\nThe Corporation was subject to securities regulation in the Canadian jurisdictions in which it was a reporting issuer. As an issuer with securities traded on the TSX Venture Exchange, the Company was subject to its rules. The Corporation's shares are now quoted on the Over the Counter (OTC) Markets Quotation System and as such, the Corporation is subject to the OTC listing requirements.\n\n \n\n*Plan of Operation*\n\n \n\nThe Company does not expect to generate significant revenue or cash flow from its technologies or services for the 2025 year, and possibly beyond.\n\n \n\nThe Company expects revenue and cash flow to be generated in staged phases following the execution of definitive agreements.\n\n \n\nGenoil expects to generate revenues for the design, implementation and procurement of its GHU® systems and/or the licensing of its intellectual property.\n\n \n\nThe Corporation has accumulated losses of $106.6 million to year ended December 31, 2025 and is not realizing any cash flow as it has not to date attained commercial operations in connection with its various patents and technology rights.\n\n \n\nSince inception, Genoil has principally been a technology development company. In the recent past, commercialization efforts have been underway for Genoil’s GHU®. Genoil is marketing its GHU® (and related engineering and design services) to refiners and producers of sour, heavy crude around the world. The Company believes that there is strong market potential for this technology.\n\n \n\nThe Company continues to focus its efforts on securing commercial applications for its heavy oil upgrading and oil-water separation technologies and exploring new avenues in energy related industries.\n\n \n\nAt the present time intensive efforts are being made in the Middle East, Africa, the Caribbean, Mexico, Canada, Russia and Asia to market the GHU Upgrader and Crystal Sea Bilge Cleaning Units for ports. Agents that are not performing are being changed and new agents are being signed up to accelerate our efforts to roll out the technologies.\n\n \n\nGenoil is aggressively marketing its GHU Upgrader technology to those countries and companies that have substantial heavy oil reserves as “peak oil” in light oil already has arrived in our estimation, and a move developing and upgrading heavy oil is around the corner.\n\n \n\nGenoil has announced that the USPTO has allowed a patent for the reactor of its sand decontamination process. The sand decontamination system has also been patented recently and the two patents form a valuable addition to the intellectual property of Genoil. The reactor plays a key role in the sand decontamination process and its features are designed to effectively remove oil from sand, separate oil from sand and water and recover the oil in the reactor for reuse. An innovative method is utilized for extracting oil from sand and removing the oil from the path of the sand.\n\n \n\nC. *Organizational structure.*\n\n \n\nDavid Lifschultz has headed Genoil as CEO since 2001. Since working for Genoil, David has not received any cash compensation nor has he sold any Genoil stock. No executives or board members of Genoil receive any cash compensation. They receive only shares and options or Price Appreciation Certificates.\n\n \n\nThe Company has been building its internal capabilities. Genoil utilizes independent contractors to provide engineering and other services for projects as needed.\n\nThe company seeks to work through commission agents who will receive compensation only when revenues are generated.\n\n \n\nSome consultants and agents generally act as representatives on Genoil’s behalf with respect to commercial opportunities in their respective cities and countries. The Corporation intends to rely upon the services of these representatives and to remunerate them by means of sales commissions and incentive stock options.\n\n \n\nGenoil has the following subsidiaries:\n\n \n\n·\nGenoil USA Inc., incorporated in Delaware, United States, which is a wholly owned subsidiary of Genoil.\n\n·\nGenoil Emirates LLC, incorporated in the United Arab Emirates, which will focus upon the fields of oil and water processing and treatment in the United Arab Emirates. Emirates LLC is jointly owned by S.B.K. Commercial Business Group LLC and Genoil. As of December 31, 2022, Emirates LLC had not yet commenced operations and holds no assets.\n\n \n\n \n\n10\n\n*Table of Contents*\n\n \n\nD. *Property, plant and equipment.*\n\n \n\n*Human Resources and Facilities***\n\n \n\nThe Company has been building its internal capabilities. Genoil utilizes independent contractors to provide engineering and other services for projects as needed. The Company seeks to work through commission agents who will receive compensation when revenues are generated. Management has been aggressive in attracting talented individuals who are very experienced, knowledgeable and will assist Genoil in realizing its objectives in different markets."}