CETI 10-K & 10-Q changes, risk factors and insider trading

Our principal executive office is located at Cyber Enviro-Tech, Inc., 6991 E. Camelback Road, Suite D-300, Scottsdale, Arizona 85251. Our telephone number is 866 687-6856. Our Internet site is located at: www.cyberenviro.tech. We maintain our statutory registered agent's office at Registered Agents Inc. 30 N Gould St Ste R Sheridan, WY 82801 USA Telephone Number. (307) 200-2803 On June 12, 2020, the District Court of Laramie County, Wyoming appointed Benjamin Berry of Synergy Management Group LLC (“Synergy”) as custodian of the Company.

Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We do do this by integrating technologies to include cyber, aerospace, satellite, industrial and AI engineering telemetry. Our water filtration, waste waterwastewater and alternative energy systems will have neural sensors, controls and networks - all connected to a cellular device.

NexGen Holdings Corp - Until AprilOctober 30,6, 20212020

Cyber Enviro-Tech, Inc is a water science technology company focusing on the remediation of contaminated industrial wastewater with an initial emphasis on the oil & gas industry. We do do this by integrating technologies to include cyber, aerospace, satellite, industrial and AI engineering telemetry. Our water filtration, waste waterwastewater and alternative energy systems will have neural sensors, controls and networks - all connected to a cellular device.

Sales Strategy – CETI’s B2B Sales Sales Strategy will include partnering with individuals and companies who have many years of experience and developed relationships within their respective aforementioned targeted verticals. Prior knowledge of those specific industry issues, water filtration needs, history and relationships developed over many years will enable them to shorten the sales cycle for our water filtration system. As of AprilMay 14,19, 2025,2026, the Company has agreements with several individuals who are pursuing a variety of opportunities but no contracts have been ratified so far.

Market Demand and Size - CETI’s water water filtration system can be modified to address many of the water contamination issues that existsexist anywhere in the world.worldwide. The markets envisioned for the CETI Waterwater system when funds permit would be both domestic (U.S.) and global.

General and Administrative Expenses. General and administrative expenses for the year ended December 31, 20242025 were updown by 103.3%$58,507 or 5.6% vs 2023 2024 largely due to a decrease an increase in Supplies and Materials (+$192k), Rent (+$126k), Meat Packing Testing ($143k)of $150k and decrease in Advertising (+$106k).& TheMarketing Suppliesexpenses and Materialsof and$90k Rent increaseswhich were dueoffset toby ourincrease temporaryof operations$61k on a salt water disposal well that we had under contract but did notfor pursue.travel. The Meat Packing Plant testing fees were paid to Texas Tech to provide independent validation of our process and products in the the meat packing industry. The Advertising was from payments to a company to assist in the marketing of CETI stock.

Two other significant items in this category relate to the Lossloss on impairment of assets and the Changechange in fair value of contingent liabilities. TheThere formeris a loss on impairment of assets of $580K in 2025 which is due to the write down to market value of equipment while the 2024 write off of $957k is due to a write off of intangible assets due to insolvency of the company from which CETI purchased licensing rights. While the intellectual property acquired by the Company still has value to CETI, it was decided to take the conservative approach and write off the rest of the value of $957,377 as of December 31, 2024. ForThe the Changechange in fair value.value Thisof contingent liability is largely relatesrelated to stock guarantees to certain investors and represents the additional stock compensation that would have been due as of December 31, 20242025 and 2024, respectively, if the guarantee were valued at that time.

Our principal sources of liquidity are cash and cash equivalents on hand, cash generated from operations and investors, and available borrowing capacity under our credit facilities. As of December 31, 2024,2025, we had $50,230 of cash and cash equivalents. These resources are not sufficient to meet our working capital requirements, capital expenditures, contractual obligations, and other cash needs. The Company must continue to raise capital to facilitate our business operations for the Companynext had12 total assets of $3,565,691 including current assets of $707,149. We also have current liabilities of $2,455,628 which consist of accounts payable of $242,732, accrued interest of $204,760, short-term loans of $333,773 net of discount, convertible notes payable of $815,863 net of discount, change in contingent liabilities of $437,500 and liabilities associated with discontinued operations of $399,000. We also have $1,612,322 of long-term liabilities largely consisting of convertible notes of $1,127,621 net of discount, derivative liability of $387,238 and liabilities of discontinued operations of $97,463.months. We believe our ability to achieve commercial success and continued growth will be dependent upon our continued continued access to capital either through sale of additional convertible debentures, sale of our equity or cash generated from operations. We will attempt to obtain additional capital through private investors; however, we have no agreements or understandings with third parties at at this time in regards to investing additional monies.

The following discussion and analysis should be read in conjunction with ourthe Company’s unaudited consolidated financial statements, including the notes thereto, appearing in this Form 10-Q and are hereby referenced. The following discussion contains forward-looking statements that reflect ourthe Company’s plans, estimates and beliefs. Our The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. WeThe Company believebelieves it is important to communicate ourits expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because wethe Company cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; ourthe ability to maintain and develop relationship with ourits existing and potential future customers, and, ourthe Company’s ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to ourthe Company’s involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of ourthe Company’s key personnel and other risks associated with competition.

OurThe Company’s principal executive office is located at Cyber Enviro-Tech, Inc., 6991 E. Camelback Road, Suite D-300, Scottsdale, Arizona 85251. OurThe Company’s telephone number is 866 687-6856. OurThe Company’s Internet site is located at: www.cyberenviro.tech. WeThe maintainCompany ourmaintains its statutory registered agent's office at Registered Agents Inc. 30 N Gould St Ste R Sheridan, WY 82801 USA Telephone Number. (307) 200-2803 On June 12, 2020, the District Court of Laramie County, Wyoming appointed Benjamin Berry of Synergy Management Group LLC (“Synergy”) as custodian of the Company.200-2803.

The Company is headquartered in Scottsdale, Arizona, with additional officesleased office space in Istanbul, Turkey, and Dubai, United Arab Emirates.

The Company has been known by a variety of names since since its inception in the State of Wyoming as Electronic Biotek, Inc. In 2020, CETI through its previous name, GlobelGlobal Technologies, Inc Inc. (“Global”) acquired NexGen Holdings Corp via a reverse merger. Subsequent to the reverse merger, the Company changed its name to Cyber Enviro-Tech, Inc. Below lists the names that the Company has been known as since inception as well as the dates those names were active:

Educational Services International, Inc. until November 2009 Bio-Life Systems, Inc. until November 2001 Biolectronics, Corp. to April 1992 Electronic Biotek, Inc.Inc April 1986

On March 23, 2026 wethe Company announced weit entered into a manufacturing and distribution agreement with AirPowerAir Power USA, securing exclusive territory rights to manufacture and distribute zero-emission zero-emission energy systems powered by compressed air across key international markets. This agreement provides CETI with a tangible, revenue-oriented revenue-oriented platform through the deployment of AirPower'sAir Power's clean energy generation technology. The Company expects initial project activity and potential deployments in the second half of 2026, aligning with CETI's broader strategy to prioritize revenue-producing opportunities and scalable environmental solutions.

CETI continues to evaluate its existing remediation business while expanding its environmental footprint into complementary sectors, including clean power generation and sustainable infrastructure solutions. The Company intends to leverage its established international relationships to support distribution, project development, and market entry initiatives for AirPowerAir Power systems.

Sales Strategy – CETI’s B2B Sales Strategy will include partnering with individuals and companies who have many years of experience and developed relationships within their respective aforementioned targeted verticals. Prior knowledge of those specific industry issues, water filtration needs, history and relationships developed over many years will enable them to shorten the sales cycle for ourthe Company’s water filtration system. As of June 22, 2026, the Company has agreements with several individuals who are pursuing a variety of opportunities but no contracts have been ratified so far.

WeThe areCompany is subject to government regulations that regulate businesses generally, such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including including regulations concerning workplace safety and labor relations. In addition, ourthe operations are affected by federal and state laws relating relating to marketing practices in the oil industry and/or expansion of operations; a change to or changes to government regulations; a general economic slowdown; a significant decrease in the price of Westst Texas Intermediate crude. Any change in one or more of these factors could could reduce ourthe Company’s ability to earn and grow revenue in future periods.

For the periods ending MarchJune 31,30, 2026 and MarchJune 31,30, 2025, wethe Company spent approximately nil and $268k$667,000 in research and development ofon ourits oil/water filtration products and process, respectively. In addition, from 2021 through December 31, 2024, approximately $3.4 million was invested in the Alvey Ranch Oil field to test our new technologies in opening up the downhole fractures and removing contaminants from the reservoir for increased oil production and these expenditures had been capitalized. Effective October 14, 2025, the Alvey oil field was sold to another company as the Company intends to focus its efforts on water and oil/soil remediation as well as clean energy production.

As of MarchJune 31,30, 2026, wethe haveCompany has no employees but the Company does have 7 full-time and part-time consultants.

Results of Operations for the Three Months Ending MarchJune 31,30, 2026 and 2025:

Professional fees. These fees are largely made up of audit and audit-related fees ($32,913$87,589 and $48,920$31,790 during the periods ending MarchJune 31,30, 2026 and 2025 respectively) and legal fees ($30,000 and $31,500 during the periods ending March 31, 2026 and 2025, respectively) and, in 2025, another $66,250 worth of fees related to the Green Bond fundraising project..

Consulting Fees.fees. Decreased by 65.7%69.5% or $338,655$297,049 due to a number of factors impacting 2025 and not 2026: TwoThree consultants had amortization of their stock compensation finish in 2025,2025 ($45,527), several others were only employed in 2025 ($71,441), there were consulting expenses associated with the pursuit of the Green Bond,Bond ($38,000), TJ Agardy, former President was still employed in for most of the first quarterhalf of 2025 ($20,000), and, lastly, alastly marketing consulting expenseexpenses plus cost of warrants totaled $137,981.$112,511. These fourfive items account for almost the entire decrease in 2026 vs 2025.

Net income (loss)Loss from continuing operations. The The above changes resulted in net loss of $2,061,740$728,185 in the first three months ofend June 30, 2026 compared to a net loss of $1,066,807$865,971 in 2025. Decreases Decreases in operating expenses of $471,667 were$401,701 offset by the increase in other expenseexpenses as noted above.above resulting in a smaller loss in current quarter.

As of March 31, 2026, the Company had total assets of $2,772,856 including current assets of $922,296. CETI also has current liabilities of $3,252,435 which consist of accounts payable of $561,800, accrued interest of $389,450 and short-term convertible notes payable of $1,796,152, net of discount of $675,018, notes payable of $420,433 and convertible notes payable related party of $84,600. The Company also has $3,786,290 of long-term liabilities which consists convertible notes payable of $721,953, net of discount of $161,047, a derivative liability of $2,980,138 and notes payable long term of $84,199. CETI believes its ability to achieve commercial success and continued growth will be dependent upon its continued access to capital either through sale of additional convertible debentures, sale of our equity or cash generated from operations. The Company will attempt to obtain additional capital through private investors; however, CETI has no agreements or understandings with third parties at this time in regards to investing additional monies. To help fund operations, the Company isfiled an S-1 in theJuly process2026 that became effective as of filing anJuly S-17, 2026 to give it the ability to raise funds through sale of stock. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund the Company’s operations, meet regulatory requirements and achieve commercial goals, goals, there are no assurances that such additional funding will be achieved and that the Company will succeed in its future operations. As As explained in Note 3, the Company does not yet have sufficient revenue to cover its operating expenses. These factors raise substantial substantial doubt about the Company’s ability to continue as a going concern.

The Company filed an S-1 Registration statement in 2022 and it became effective in January 2023. This gives the Company the right to sell 10 million shares of common stock at $0.40 per share and allowed almost seven million shares of stock from debentures converted in 2022 to become free trading shares. As of JuneAugust 22,13, 2026, none of the 10 million shares of common stock have been sold.