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

All operations are currently being conducted through Clean-Seas. Clean-Seas acquired its first pyrolysis unit in November 2021 for use in a pilot project in India, which began operations in early May 2022. On April 23,23 , 2023, Clean-Seas completed its acquisition of a fifty-one percent (51%) interest in Ecosynergie,EcoSynergie , which changed its name to Clean-Seas Morocco, LLC on such date. Clean-Seas Morocco began operations at its pyrolysis facility in Agadir, Morocco, in April 2023, which currently has capacity to convert 20 TPD of waste plastic through pyrolysis.

For the Year Years Ended December 31, 20232024 and December 31, 20222023

For the year ended December 31, 2024, the Company recognized revenue of $231,040 and cost of revenue of $11,431, from our subsidiary, Clean-Seas Morocco. For the year ended December 31, 2023, the Company recognized revenue of $257,414 and cost of revenue of $94,625,$94,625. from our subsidiary, Clean-Seas Morocco. Revenue from operations is generated from the processing of plastic waste material ("feedstock") at our plant in Agadir Morocco. The feedstock is put through a pyrolysis system which applies pressure and heat, in the absence of oxygen (no incineration), converting the plastic back to its petroleum form. The revenue was generated from selling the output product, "pyrolysis oil," to a local oil and gas wholesaler in Morocco, called the "off-taker." We receive the plastic feedstock in Agadir at $0 cost, but variable expenses include labor, land lease, and overhead such as insurance.

For the years ended December 31, 20232024 and 2022,2023, we had consulting expenses of $2,110,550$2,198,762 and $2,452,383,$2,090,550, respectively, aan decreaseincrease of $341,833$108,212 or 13.9%.5.2%. In the current period approximately $1,247,000$1,194,992 of our consulting expense was non-cash stock compensation. In the prior period that amount was approximately $1,685,126. $1,247,000.

For the years ended December 31, 20232024 and 2022,2023, we incurred advertising and promotional expense of $982,030$151,142 and $402,071,$982,030, respectively, ana increasedecrease of $579,959 $830,888 or 144.2%.84.6% Theas increasea direct result of the Company using less marketing service providers in the current periodperiod. isWe duealso to commonissued stock we issued to a service provider for the year ended December 31, 2023, valued at approximately $681,500.

For the years ended December 31, 20232024 and 2022,2023, we incurred development expense of $244,688$334,639 and $35,500,$244,688, respectively, an increase of $209,188$89,951 or 589.3%.36.8%. Development expenses Inhave, and will continue to increase, with the currentdevelopment periodof our expendituresPCN for development expense increased as we begin to work on projectsfacility in West Virginia.

For the years ended December 31, 20232024 and 2022,2023, we incurred professional fees of $811,316$1,423,665 and $407,501,$1,302,432, respectively, an increase of $403,815$121,233 or 99.1%.9.3%. In the current period we had additionalan increase legalof expenseour accounting and auditing expenses of approximately $384,000$143,000. mostlyThis relatedwas tooffset bothby thea filingdecrease in legal fees of our Form S-1 filings and ongoing litigation.$12,640.

For the years ended December 31, 20232024 and 2022,2023, we had payroll expenses of $1,613,884$1,269,361 and $829,364,$1,613,884, respectively, ana increasedecrease of $784,520$344,523 or 94.6%.21.3%. InWe thehad a decrease current period we recognizedin payroll expense from Clean-Seas Morocco of approximately $148,000. In addition, payroll increasedmainly due to salary increasesa decrease in the value of shares issued to employees for somenon-cash ofstock our employees and additional new hires.compensation.

For the years ended December 31, 20232024 and 2022,2023, we incurred stock compensation expenses of $945,600$714,000 and $516,042,$945,600, respectively, for shares issued to our officers for compensation, a an increasedecrease of $429,558$231,600 or 83.2%.24.5%. We had a decrease in expense mainly due to a decrease in the value of shares issued.

For the years ended December 31, 20232024 and 2022,2023, we had director fees of $587,800$258,000 and $171,000,$587,800, respectively, ana increasedecrease of $416,800.$329,800. Our directors are compensated $4,500 per quarter. In the prior period expense was incurred for just one director. In the current period we have three directors. We also issued shares of common stock for services valued at $533,800$204,000 and $148,500,$533,800, for the years ended December 31, 20232024 and 2022.2023, Respectively.respectively.

For the year ended December 31, 2023,2024, we had total other expense of $4,080,577$6,873,148 compared to $250,404$5,727,177 for the year ended December 31, 2022.2023. An increase of $3,830,173. $1,145,971. In the current period we recognized $4,798,189$5,551,988 of interest expense, of which $4,483,160$4,709,230 was amortization of debt discount, a loss on debt issuance of $272,275, a gain in the change in fair value of derivative of $2,500,562,$144,687, a gain on the conversion of debt of $881,660,$35,698, a gain on extinguishment of debt $17,500$216,430. andWe otheralso incomehad penalty expense for defaults on convertible notes of $5,584. In the prior period we recognized $250,404 of interest expense, of which $200,273 was amortization of debt discount.$1,445,700.

Net loss for the year ended December 31, 2023,2024 was $12,151,850,$14,003,195, after deducting $178,971 for the non-controlling interest, and $14,269,566, after deducting $127,934 for the non-controlling interest, and $5,913,724 for the year ended December 31, 2022.2023.

For the years ended December 31, 20232024 and 2022,2023, we used $4,699,587$4,867,764 and $2,029,096$4,699,587 of cash used in operating activities.activities, respectively. During the year ended December 31, 2024, we incurred a net loss of $14,182,166 adjusted by $8,146,664 for non-cash expenses and $1,167,738 in adjustments for changes in assets and liabilities. During the year ended December 31, 2023, we incurred a net loss of $12,279,784, $14,397,500, adjusted by $8,025,814 $9,672,414 for non-cash expenses and $445,617$25,499 in adjustments for changes in assets and liabilities. During the year ended December 31, 2022, we had a net loss of $5,913,724 adjusted by $3,064,138 for non-cash expenses and $820,490 in adjustments for changes in assets and liabilities.

During the year ended December 31, 2023, we used $2,000,000 for the acquisition of Morocco-based EcosynergieEcoSynergie Group, $70,000 for the issuance of a note receivable and $5,069 to purchase trading securities. During the year ended December 31, 2022, we purchased equipment in the amount of $90,871.

Three Months Months Ended JuneSeptember 30, 2025 Compared to the Three Months Ended JuneSeptember 30, 2024

For the three months ended JuneSeptember 30, 2025 and 2024, the Company recognized revenue of $52,612$62,064 and $23,455,$34,799, respectively from our subsidiary Clean-Seas Morocco, an increase of $29,157$27,265 or 124.3%.78.3%. Revenue from operations is generated from the processing of plastic waste material ("feedstock") at our plant in Agadir, Morocco. The plastic feedstock is put through a pyrolysis system which applies pressure and heat, in the absence of oxygen (no incineration), converting the plastic back to its petroleum form. The revenue was generated from selling the output product, "pyrolysis oil," to a local oil and gas wholesaler in Morocco, called the "off-taker". We receive the plastic feedstock in Agadir at $0 cost, but variable expenses include labor, land lease, and overhead such as insurance.

For the three months ended JuneSeptember 30, 2025 and 2024, we had consulting expenses of $629,306$202,445 and $222,713,$230,819, respectively, ana increase decrease of $406,593$28,374 or 182,6%.12.3%. In The decrease is due to fewer high fee consultants used in the current period we have hired more consultants relatedcompared to the workprior being done with Clean Seas West Virginia. We also issued shares of common stock for total non-cash consulting expenses of $366,000.period.

For the three months ended JuneSeptember 30, 2025 and 2024, we had advertising and promotion expenses of $51,558$45,023 and $30,044,$30,109, respectively, an increase of $21,514 $14,914 or 71.6%.49.5%. The Company has been actively increasing its marketing activities in 2025.

For the three months ended JuneSeptember 30, 2025 and 2024, we had professional fees of $251,755$51,072 and ($79,255),$36,399, respectively, an increase of $14,673 or 40.3%. Professional fees consist mainly of $331,010audit orand 417.7%.legal fees. The negative amountincrease in the priorcurrent period is due to the adjustments made to our restated financial statements for the year ended December 31,additional 2023. In the current period we incurred approximately $64,500 of audit fee and $169,000 in legal fees.

For the three months ended JuneSeptember 30, 2025 and 2024, we had payroll expenses of $337,213$350,107 and $328,892,$337,378, respectively, an increase of $8,321$12,729 or 2.5%.3.8%. Our payroll has stayed consistent as we have not hired any new employees.

For the three months ended JuneSeptember 30, 2025 and 2024, we had director fees of $13,500 and $27,992,$23,500, a decrease of $14,492$10,000 or 51.8%.42.6%.

For the three months ended JuneSeptember 30, 2025 and 2024, we had G&A expenses of $663,981$597,647 and $333,924,$127,125, respectively, an increase of $330,057$470,522 or 98.8%.370.1%. Some of our larger expenses and reasons for the increase in G&A expense in the current period is $334,123approximately $207,000 used by Clean Seas UK, $60,000 $50,000 of rent expense for West Virginia, supplies and maintenance expense for West Virgina of $40,725. $17,000. There was also an increase of G&A expense for Clean Seas Morocco.

Net loss for the three months ended JuneSeptember 30, 2025 was $381,622$1,825,597 (after deducting $91,683$40,031 for the non-controlling interest). Net loss for the three months ended JuneSeptember 30, 2024, was $1,824,497$1,552,709 (after deducting $80,871$46,240 for the non-controlling interest). Although we had an increase in our loss from operations of $1,059,478, that loss was offset by the gain in the change in fair value of derivative, which resulted in the lower net loss for the period.

SixNine Months Months Ended JuneSeptember 30, 2025 Compared to the SixNine Months Ended JuneSeptember 30, 2024

For the sixnine months ended JuneSeptember 30, 2025 and 2024, the Company recognized revenue of $63,137$125,201 and $73,147,$107,946, respectively from our subsidiary Clean-Seas Morocco, a decreasean increase of $10,010$17,255 or 13.7%.16%. Revenue from operations is generated from the processing of plastic waste material ("feedstock") at our plant in Agadir, Morocco. The plastic feedstock is put through a pyrolysis system which applies pressure and heat, in the absence of oxygen (no incineration), converting the plastic back to its petroleum form. The revenue was generated from selling the output product, "pyrolysis oil," to a local oil and gas wholesaler in Morocco, called the "off-taker". We receive the plastic feedstock in Agadir at $0 cost, but variable expenses include labor, land lease, and overhead such as insurance.

For the sixnine months ended JuneSeptember 30, 2025 and 2024, we had consulting expenses of $872,403$1,074,848 and $606,945,$837,764, respectively, an increase of $265,458$237,084 or 43.7%.28.3%. In the current period we have hired more consultants related to the work being done with Clean Seas West Virginia. We also issued shares of common stock for total non-cash consulting expenses of $469,000.$494,450.

For the sixnine months ended JuneSeptember 30, 2025 and 2024, we had advertising and promotion expenses of $119,753$164,776 and $60,716,$90,825, respectively, an increase of $59,037 $73,951 or 97.2%.81.4%. The Company has been actively increasing its marketing activities in 2025.

For the sixnine months ended JuneSeptember 30, 2025 and 2024 we had development expenses of $32,863$41,663 and $49,373,$221,896, respectively, a decrease of $16,510$180,233 or 33.4%.81.2%. Development expenses are related to the PCN facility in West Virginia as activity is now focused on preparing the facility for production. In the current period expenses related to the development of the facility are being categorized more specifically to better track expenses.

For the sixnine months ended JuneSeptember 30, 2025 and 2024, we had professional fees of $339,546$390,618 and $322,650,$359,049, respectively, an increase of $16,896$31,569 or 5.2%.8.8%. In the current period we incurred approximately $86,000 of audit fee and $239,000$277,000 in legal fees, which increased over the prior period.

For the sixnine months ended JuneSeptember 30, 2025 and 2024, we had payroll expenses of $743,955$1,094,062 and $630,438,$967,816, respectively, an increase of $113,517$126,246 or 18%.13%. In the prior period we hired a new employee in April 2024 so only incurred that expense for two and a half months as opposed to the full six nine months in 2025. Clean Seas Morocco also has a $20,500 payroll increase in the current period.

For the sixnine months ended JuneSeptember 30, 2025 and 2024, we had director fees of $27,000$40,500 and $41,992,$65,492, a decrease of $14,992$24,992 or 35.7%.38.2%. In the prior period we paid fees to an additional member who’s fees are no longer being accounted for as Direcor fees.

For the sixnine months ended JuneSeptember 30, 2025 and 2024, we had G&A expenses of $876,702$1,474,349 and $662,464,$789,589, respectively, an increase of $214,238$684,760 or 32.3%.86.7%. Some of our larger expenses and reasons for the increase in G&A expense in the current period is approximately $347,000 $559,000 used by Clean Seas UK (a $286,000$493,000 increase over the prior period), $80,000$157,000 of rent expense for West Virginia (which we did not have in the prior period), supplies and maintenance expense for West Virgina of $50,300$58,000 ($48,000$55,000 increase over the prior period). There was also an increase of G&A expense for Clean Seas Morocco.

For the six nine months ended JuneSeptember 30, 2025 and 2024, we had total other expense of $808,946$1,458,834 compared to total other expense of $1,795,782 ,$2,469,528, respectively. In the current period we recognized $1,335,542$2,260,890 of interest expense, of which $381,203$617,862 was amortization of debt discount, a gain in the change in fair value of derivative of $446,598, $1,062,846, a loss on the conversion of debt of $96,962$96,962, settlement expense of $346,695 and penalty expense for default on a convertible note of $55,000. We also had gains of $230,875 for the extinguishment of debt and $1,085$3,585 of other income. For the threenine months ended JuneSeptember 30, 30, 2024, we recognized $2,366,562$2,970,618 of interest expense, of which $2,108,012$2,637,053 was amortization of debt discount, a loss of $357,140 for the issuance of convertible debt, a gain in the change in fair value of derivative of $711,490,$825,903, a gain on the extinguishment of debt of $216,430. We also had penalty expense for default on a convertible note of $219,801.

Net loss for the sixnine months ended JuneSeptember 30, 2025 was $3,651,040 $5,476,637 (after deducting $117,082$157,113 for the non-controlling interest). Net loss for the sixnine months ended JuneSeptember 30, 2024, was $3,985,529$5,538,238 (after deducting $120,799$167,039 for the non-controlling interest). Although we had, an increase in our loss from operations of $648,630,only that$61,601 lossor was offset by the gain in the change in fair value of derivative and the gain on the extinguishment of debt, which resulted in the lower net loss for the period.1.1%.

During the sixnine months ended JuneSeptember 30, 2025 and 2024, we used $3,960,207$5,640,932 and $1,384,208$1,512,095 of cash in operating activities.activities, respectively. During the current period, we incurred a net loss of $3,768,122,$5,633,750, adjusted by $293,279$456,498 for non-cash items and $473,572$463,680 in adjustments for changes in assets and liabilities. In the prior period we incurred a net loss of $4,106,328,$5,705,277 adjusted by $1,918,451$2,555,420 for non-cash items and $803,669$1,637,762 in adjustments for changes in assets and liabilities.

During the sixnine months ended JuneSeptember 30, 2025, we used $2,639,061$3,307,895 for the purchase of property and equipment and had a decrease in our trading securities of $613.$512. Most of the funds used were for the purchase of equipment and leasehold improvements in West Virginia. During the sixnine months ended JuneSeptember 30, 2024, we used $147,634$178,478 for the purchase of property and equipment.

During the six nine months ended JuneSeptember 30, 2025, we had net cash received of $8,701,171$9,702,122 from financing activity. Our cash overdraft in Morocco increased increased to $105,425.$98,271. We received $350,000$550,000 of proceeds from notes payable issued to our CEO, $517,000$1,265,450 from the issuance of convertible notes, $803,844 $777,659 proceeds from other notes payable andpayable, $6,823,900 from our commercial loan.loan and $21,840 from the exercise of warrants. We also received $150,002$200,002 through through the sales of shares in Clean Seas West Virginia, and we repaid $35,000 of a related party loan. During the sixnine months ended September June 30, 2024, we had net cash received of $1,258,769 .$1,343,697. We received $1,358,500 proceeds from convertible notes, $100,000$200,000 proceeds from from the sale of Common Stock, $82,674$42,152 from other notes payable. Cash received was offset by repayment of $314,285 of a convertible note note payable and a cash overdraft of $31,880.$57,330.

The accompanying accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a source of revenue sufficient to cover its operating costs, had an accumulated deficit of $52,486,135$54,311,732 at JuneSeptember 30, 2025, and had a net loss of $3,768,122$5,633,750 for the six nine months ended JuneSeptember 30, 2025. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

We generated net proceeds of $350,000$550,000 from the issuance of notes payable to our CEO during the sixnine months ended JuneSeptember 30, 2025.

Other outstanding outstanding obligations at JuneSeptember 30, 2025

The Company has convertible promissory notes aggregating $6,517,300$6,836,585 (not including debt discounts) outstanding at JuneSeptember 30, 2025. The accrued interest amounted to approximately $1,313,827$1,511,835 as of JuneSeptember 30, 2025. The convertible notes payable bear interest at rates ranging between 5% and 24% per annum.

The Company has revenue shares agreements totaling $700,000$770,000 (not including debt discounts) outstanding at JuneSeptember 30, 2025.

The credit credit extension of $11,823,900 as of JuneSeptember 30, 2025, is presented on the balance sheet net of debt discount of $135,361.$72,886.

Refer to Note 2 to the Financial Statements for the sixnine months ended JuneSeptember 30, 2025, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2024, for a full discussion of our critical accounting policies and procedures.