UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 4, 2026 (May 29, 2026)

 

Karbon-X Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

 

000-56002

 

82-2882342

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6575 West Loop South, Suite 500, Bellaire, TX

 

77401

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant's Telephone Number, Including Area Code: (778) 256-5730

 

_____________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

  

Item 1.01 Entry into a Material Definitive Agreement

 

Effective May 29, 2025 the Board of Directors of the Company approved a Consulting Agreement (the “Consulting Agreement”) between the Company and Chad Clovis (“Clovis”). The Consulting Agreement provides that the Company and Mr. Clovis with his compensation structure going forward.

 

The foregoing description is qualified by the complete terms of the Consulting Agreement attached hereto as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

The following Exhibits are included herein:

 

Exhibit No.

 

Description

10.1

 

Consulting Agreement between Karbon-X Corp. and Chad Clovis dated as of effective May 18, 2026

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

 

Karbon-X Corp.

(Registrant) 

    
Dated: June 4, 2026By:/s/ Chad Clovis

 

 

Chief Executive Officer

 

 

 

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