Karbon-X Corp. filed a Form 8-K on November 6, 2026, disclosing the termination of Chief Financial Officer Adriana Ebell on October 30, 2026, and the appointment of Samuel Hamilton Nelson as CFO effective November 1, 2026.

Key Highlights

  • CFO Terminated: Adriana Ebell ceased to serve as Chief Financial Officer effective October 30, 2026, following notification by the company on that date.
  • New CFO Appointed: Samuel Hamilton Nelson, age 31, was appointed Chief Financial Officer effective November 1, 2026, by board action on November 5, 2026.
  • Prior Role: Mr. Nelson had served as the company's Chief Accounting Officer, SEC Reporting and ICFR, since February 2026.
  • Independent Contractor Structure: Mr. Nelson will serve through SHN Advisory LLC, a Texas limited liability company wholly owned by him, under an Independent Contractor Services Agreement.
  • Monthly Retainer: The company will pay SHN Advisory LLC a monthly retainer of $22,393.51 ($268,722.08 per year), increasing to $25,726.84 per month after the company receives at least $2,000,000 in aggregate new cash proceeds from qualifying financing.
  • Existing Stock Option: Mr. Nelson holds an option to purchase 440,000 shares of common stock at $0.23 per share, granted June 4, 2026, which continues to vest under its existing schedule.

Karbon-X CFO Transition: Ebell Out, Nelson In Under Contractor Arrangement

According to the filing, Karbon-X Corp. (OTC:KARX) notified Adriana Ebell on October 30, 2026, that her employment with the company and its wholly owned subsidiary, Karbon-X USA Corp., would be terminated. Ms. Ebell ceased to serve as CFO on that same date. The filing states that Ms. Ebell was provided with a copy of the disclosures and given an opportunity to review and respond, but had not provided a response as of the filing date.

The board appointed Samuel Hamilton Nelson to the CFO role effective November 1, 2026. Mr. Nelson, age 31, will serve as both principal financial officer and principal accounting officer. According to the filing, prior to joining Karbon-X, Mr. Nelson served as Chief Financial Officer of FCL Dental from November 2023 to February 2026, a private equity-backed dental health maintenance organization regulated by the Texas Department of Insurance. Before that, from November 2017 to November 2023, he served as Audit Supervisor at TPS Thayer, a public accounting firm in Houston, Texas.

In connection with the appointment, Mr. Nelson's employment with Karbon-X USA Corp. ended by mutual agreement, and the company entered into an Independent Contractor Services Agreement with SHN Advisory LLC. The Services Agreement has an initial term of twelve months and renews automatically for successive twelve-month periods unless either party gives written notice of non-renewal at least thirty days before the end of the then-current term. Either party may terminate without cause on thirty days' written notice. The filing also discloses that Mr. Nelson's existing stock option continues to vest, and that the board determined his change in status from employee to non-employee service provider does not constitute a termination of service for plan or option purposes. The company will indemnify Mr. Nelson and cover him under its directors' and officers' liability insurance, according to the filing.

What Was Disclosed

Karbon-X Corp. disclosed the departure of CFO Adriana Ebell and the appointment of Samuel Hamilton Nelson as CFO through SHN Advisory LLC, including the material terms of his compensation arrangement and his continuing stock option.