{"url_path":"/sec/gnvr/8-k/2026-05-21/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers;","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1792941/0001903596-26-000235-index.html","accession_number":"0001903596-26-000235","cik":"0001792941","ticker":"GNVR","issuer_name":"Genvor Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1792941/0001903596-26-000235-index.html","primary_entity_key":"0001792941","primary_entity_name":"Genvor Inc"},"word_count":1157,"has_tables":true,"body_markdown":"** **\n\n**Item 5.02. Departure of Directors or Certain Officers;\nElection of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n*Appointment of Mr. Kalkofen as Chief\nFinancial Officer*\n\n \n\nOn May 18, 2026, the board of directors\n(the “Board”) of Genvor Incorporated (the “Company”) appointed Donald Kalkofen as the Company’s Chief Financial\nOfficer effective as of May 18, 2026.\n\n \n\nDonald Kalkofen, age 63, brings more than\n20 years of Chief Financial Officer experience leading finance and operations across biotechnology, financial services, and technology,\nwith a proven track record of guiding companies through initial public offerings and complex capital markets transactions. He has deep\nexpertise in capital raises, SEC reporting, SOX implementation, GAAP compliance, audit committee oversight, and investor relations. Since\nOctober 2024, Mr. Kalkofen has served as a financial consultant for Wave Financial Consulting, LLC, where he is the sole owner/operator\nof this financial consulting practice. From April 2022 to October 2024, Mr. Kalkofen served as Chief Financial Officer of Alpha Cognition,\nInc. (Nasdaq: ACOG; formerly, CSE: ACOG), a CNS-focused biotechnology company, where he oversaw and managed the preparations for the company’s\ninitial public offering. From 2019 to 2022, Mr. Kalkofen served as Chief Financial Officer of Protagonist Therapeutics Inc. (Nasdaq: PTGX),\na biopharmaceutical company. Earlier in his career, Mr. Kalkofen held Chief Financial Officer and senior finance leadership roles at Symantec\nCorporation and West Coast Bancorp, having begun his career as an auditor with PricewaterhouseCoopers. Mr. Kalkofen has a B.A. in accounting\nfrom Washington State University and is a Certified Public Accountant (inactive).\n\n \n\nThere are no family relationships between\nMr. Kalkofen and any of our directors or executive officers. Except as set forth herein, there is no arrangement or understanding between\nMr. Kalkofen and any other persons pursuant to which Mr. Kalkofen was appointed Chief Financial Officer of the Company. There are no related\nparty transactions involving Mr. Kalkofen that are reportable under Item 404(a) of Regulation S-K.\n\n \n\n*Mr. Kalkofen’s Service Agreement*\n\n \n\nOn May 18, 2026 (the “Effective Date”),\nthe Company entered into an Acting Chief Financial Officer Services Agreement (the “Kalkofen Service Agreement”) with Wave\nFinancial Consulting LLC pursuant to which Mr. Kalkofen shall provide chief financial officer services.\n\n \n\nPursuant to the Kalkofen Service Agreement,\nMr. Kalkofen will receive (i) cash compensation of $6,250 per month and (ii) deferred cash compensation of $7,750 per month. He will also\nreceive ten-year stock options (the \"Options\") to purchase up to 575,000 shares of the Company's common stock, consisting of\n(i) options to purchase 425,000 shares that vest in equal monthly installments over 12 months from the Effective Date and (ii) options\nto purchase 150,000 shares that vest in full upon the occurrence of the successful listing of the Company's common stock on a U.S. national\nsecurities exchange, subject to Mr. Kalkofen's continued provision of services on each applicable vesting date.\n\n \n\nThe Kalkofen Service Agreement may be terminated\nby either party (i) without cause upon 30 days' prior written notice to the other party or (ii) immediately upon written notice if the\nother party materially breaches the Kalkofen Service Agreement and fails to cure such breach within 10 business days after receiving written\nnotice of such breach. Upon termination, the Company shall (a) promptly pay all accrued and unpaid current cash compensation through the\ntermination date, (b) pay any accrued and unpaid deferred compensation as of the termination date, and (c) treat the Options in accordance\nwith the relevant provisions of the Kalkofen Service Agreement.\n\n \n\nThe Kalkofen Service Agreement also contains\ncustomary confidentiality covenants.\n\n \n\nThe foregoing description of the Kalkofen\nService Agreement is not complete and is qualified in its entirety by reference to the full text of the Kalkofen Service Agreement, a\ncopy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.\n\n \n\n*Mr. Kalkofen’s Amended and Restated\nService Agreement*\n\n \n\nOn May 21, 2026 (the “Restatement\nDate”), the Company entered into an amendment and restatement of the Kalkofen Service Agreement (the “Amended and Restated\nKalkofen Service Agreement”) which supersedes the Kalkofen Service Agreement in its entirety.\n\n \n\nThe Amended and Restated Kalkofen Service\nAgreement has an initial term of 12 months from the Restatement Date, subject to extension for one or more renewal terms upon mutual written\nagreement of the parties setting forth compensation, equity, and other material terms applicable to such renewal term. Neither party is\nobligated to extend the agreement.\n\n \n\nCash compensation remains unchanged from\nthe Kalkofen Service Agreement, consisting of (i) cash compensation of $6,250 per month and (ii) deferred cash compensation of $7,750\nper month. The aggregate deferred compensation shall become due and payable in a lump sum no later than December 31, 2026; provided, however,\nthat if the Board determines in good faith that payment on such date would jeopardize the Company's ability to continue as a going concern,\nthe Company may defer payment until such time as the Board determines payment would no longer jeopardize the Company's ability to continue\nas a going concern, but in no event beyond the date that is 24 months from the Restatement Date. Commencing on January 1, 2027, the monthly\ncash compensation payable to Mr. Kalkofen for the remainder of the term shall increase to $14,000 per month. Any amount not paid when\ndue shall accrue interest at a rate of 6% per annum, compounding monthly.\n\n \n\nPursuant to the Amended and Restated Kalkofen\nService Agreement, the Board shall approve an equity compensation plan (the \"Plan\") no later than 30 days following the Restatement\nDate, and promptly thereafter the Company shall grant the Options thereunder. The Options shall have an exercise price equal to the fair\nmarket value of a share of the Company’s common stock on the date of Board approval of the Plan. Following Board approval, the Board\nshall submit the Plan to the Company's shareholders for approval by no later than the date of the next shareholder meeting immediately\nfollowing the Restatement Date. In the event that the Company does not obtain the requisite shareholder approval of the Plan by such date,\nthe Options shall be forfeited in their entirety for no consideration.\n\n \n\nAs soon as reasonably practicable after\nthe Company becomes eligible to file a Registration Statement on Form S-8 (or any successor form) with the SEC on or after the date the\nCompany’s shareholders approve the Plan, the Company shall file such registration statement covering the shares of common stock\nissuable upon exercise of the Options, together with all other such shares issuable under the Plan. The Options shall not be exercisable\nuntil the Company files a registration statement on Form S-8 (or any successor form) covering the shares issuable upon exercise of the\nOptions and such registration statement becomes effective.\n\n \n\nThe foregoing description of the Amended\nand Restated Kalkofen Service Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended\nKalkofen Service Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference."}