GNVR 10-Q
Genvor Inc (GNVR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
Or
For the transition period from ____________ to ____________
Commission File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| ☐ | Large accelerated filer | ☐ | Accelerated filer |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of the registrant’s shares of common stock issued and outstanding was
GENVOR INCORPORATED
INDEX
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Quarterly Report on Form 10-Q contains certain forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “believes,” “will,” “expects,” “anticipates,” “estimates,” “predicts,” “potential,” “continues” “intends,” “plans” and “would” or the negative of these terms or other comparable terminology. For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all forward-looking statements. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements.
Any forward-looking statements in this Quarterly Report on Form 10-Q are qualified in their entirety by reference to the risks and uncertainties described in this Quarterly Report on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:
| ● | risks related to our industry, including regulatory changes and competitive pressures; |
| ● | development and commercialization of our AI-enabled BioCypher platform and targeted peptide solutions for sustainable agriculture and human health and wellness applications; |
| ● | risks related to advancement in technologies; |
| ● | changes in demand for peptide-based solutions in the sustainable agriculture and human health and wellness markets; |
| ● | risks related to intellectual property, including our ability to protect intellectual property; |
| ● | ability to retain key personnel; |
| ● | varied, and, at times, limited trading activity for our common stock; |
ii
| ● | volatility in our stock price; |
| ● | our ability to continue as a going concern; | |
| ● | general business and economic conditions, such as inflationary pressures, geopolitical conditions and tariffs and other trade barriers; | |
| ● | our cash needs and financing plans; | |
| ● | our anticipated financial and operating results, including anticipated sources of revenues; | |
| ● | our competitive position; and | |
| ● | risks associated with our reliance on third-party organizations. |
All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the SEC could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.
This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.
iii
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Genvor Incorporated
Condensed Consolidated Balance Sheets
| June 30, | September 30, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expense | ||||||||
| Total Current Assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Deferred offering costs | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Convertible notes payable, net of unamortized discount | $ | $ | ||||||
| Financed payable | ||||||||
| Accrued interest on convertible notes payable | ||||||||
| Accrued interest - related parties | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued compensation and related expenses | ||||||||
| Tax reimbursement policy liabilities (Note 8) | ||||||||
| Advances from related parties | ||||||||
| SBA loan | ||||||||
| Total Current Liabilities | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Warrant liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 9) | ||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Preferred stock, $ | ||||||||
| Series B Preferred Stock, | ||||||||
| Series C Preferred Stock, | ||||||||
| Common stock, $ | ||||||||
| Common stock to be issued, $ | ||||||||
| Additional paid-in capital | ||||||||
| Less: Series B Preferred Stock held in treasury, at cost; | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Genvor Incorporated
Condensed Consolidated Statements of Operations
(unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Advertising and marketing expenses | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Compensation and related benefits | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain (loss) on settlement of accounts payable, net | ( | ) | ||||||||||||||
| Gain on settlement of note payable | ||||||||||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||||||||||
| Total Other Income (Expenses), net | ( | ) | ( | ) | ||||||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAXES | ||||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET LOSS PER COMMON SHARE: | ||||||||||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Genvor Incorporated
Condensed Consolidated Statements of Changes in Stockholders’ Deficit
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
| Series A Preferred Stock |
Series B Preferred Stock |
Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||
| Number of | Number of | Number of | Additional Paid-in | Series B Preferred Stock Number of |
Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common stock for services | — | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | — | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common stock for cash | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of accrued compensation | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of note payable | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of accounts payable | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuances from previous period conversions | ( | ) | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for warrant exercise | — | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
3
| Series A | Series B | Series C | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | to be Issued | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of | Number of | Number of | Number of | Number of | Additional Paid-in | Series B Preferred Stock Number of |
Accumulated | Total Stockholders’ |
||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Deficit | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of Series B preferred stock | ( | ) | ( | ) | — | — | — | — | ( | ) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for warrant exercises | — | — | — | — | ( | ) | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for accrued services | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of accrued compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of note payable and accrued interest | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of common stock due to legal settlement | — | — | — | — | — | — | ( | ) | ( | ) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash, including pre-funded warrant | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of accounts payable | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series C Preferred Stock for services | — | — | 3 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of accrued compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock to be issued for service | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock to be issued for compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Genvor Incorporated
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended June 30, 2026 and 2025
(unaudited)
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Stock-based compensation and service expense | ||||||||
| Loss (gain) on settlement of accounts payable | ( | ) | ||||||
| Gain on settlement of note payable | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Series C Preferred Stock issued for services | ||||||||
| Common stock issued for services | ||||||||
| Change in fair value of warrant liabilities | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expense | ( | ) | ||||||
| Accrued interest - convertible notes payable | ||||||||
| Accrued interest - related parties | ||||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Accrued compensation | ||||||||
| Tax reimbursement policy liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payment of deferred offering costs | ( | ) | ||||||
| Proceeds from convertible notes payable, net | ||||||||
| Payments on financed payable | ( | ) | ||||||
| Advances from related parties | ||||||||
| Repayments to related parties | ( | ) | ||||||
| Proceeds from sale of common stock and pre-funded warrants | ||||||||
| Proceeds from common stock warrant exercises | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Accrued compensation settled with common stock | $ | $ | ||||||
| Conversion of note payable and accrued interest to shares of common stock | $ | $ | ||||||
| Accrued liabilities settled with shares of common stock | $ | $ | ||||||
| Cancellation of shares of common stock due to legal settlement and other settlements | $ | $ | ||||||
| Conversion of series B preferred stock to shares of common stock | $ | $ | ||||||
| Shares of common stock issued for warrant exercises | $ | $ | ||||||
| Prepaid insurance premium and financing liability | $ | $ | ||||||
| Accounts payable settled with shares of common stock | $ | $ | ||||||
| Warrant liabilities issued with convertible notes payable | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Company Background
Genvor Incorporated (the “Company”, “we”, or “our”) was incorporated in Florida on September 26, 2018, as “Allure Worldwide, Inc.,” and as of November 18, 2019, redomiciled to Nevada. On June 24, 2022, the Company changed its name from “Allure Worldwide, Inc.” to “Genvor Incorporated.”
The Company was originally formed with the intention of seeking to acquire the assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. On January 11, 2021, the Company entered into an Exchange Agreement with Genvor Inc., a Delaware corporation (“Legacy Genvor”) to acquire Legacy Genvor (the “Acquisition”). On March 3, 2022, the Company and Legacy Genvor entered into a merger agreement to consummate the Acquisition, and pursuant to which a wholly-owned subsidiary of the Company, Genvor Acquisition Corp., a Delaware corporation (“Merger Subsidiary”), merged with and into Legacy Genvor, with each share of Legacy Genvor common stock outstanding immediately prior to the time of the Acquisition automatically converted into the right to receive one share of common stock of the Company.
On May 27, 2022, the Acquisition closed, whereby Merger Subsidiary merged with and into Legacy Genvor. As a result of the closing of the Acquisition, each share of Legacy Genvor was exchanged for one share of Company common stock resulting in the issuance of an aggregate of
The Company’s wholly-owned subsidiary, Genvor Inc., was incorporated under the laws of the State of Delaware on April 4, 2019, as “Nexion Biosciences Inc.,” and on January 22, 2020, its name was changed to “Genvor Inc.”
During May 2019, Genvor Inc. acquired Nexion Biosciences LLC (“NBLLC”) from its founder for nominal consideration. NBLLC was formed in the State of Delaware on December 28, 2018.
Genvor, through its wholly-owned subsidiary, Genvor Inc., is developing an AI-enabled peptide platform focused on proprietary peptide candidates for agricultural crop protection, crop optimization and related health and wellness applications. The Company’s most advanced scientific foundation is its antimicrobial peptide platform, and its proprietary AGM and GV peptide families have been evaluated in peer-reviewed studies against fungal and bacterial plant pathogens. The Company intends to use its peptide library and its AI-enabled peptide design platform, BioCypher, to design, identify, optimize and license peptide candidates to third parties, including potential partners in agriculture and human health and wellness.
6
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Basis of Presentation and Principles of Consolidation
These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s condensed consolidated financial statements include the accounts of Genvor Incorporated, Legacy Genvor and its wholly owned subsidiary NBLLC. All intercompany accounts and transactions have been eliminated in consolidation.
Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC on December 10, 2025.
Liquidity and Going Concern
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At June 30, 2026, the Company had cash of $
The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At June 30, 2026, as reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit and stockholders’ deficit of $
Management evaluated the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. The Company does not believe that its existing cash is sufficient to fund its operations for at least twelve months from the date these financial statements are issued. Management intends to seek additional funding through public or private offerings of equity or debt securities, strategic relationships, or other arrangements. The Company has no committed source of additional capital, and no assurance can be given that additional capital will be available on acceptable terms, or at all. If the Company is unable to obtain additional capital when required, it may be required to delay, reduce or eliminate elements of its business plan, and its business, results of operations and financial condition would be adversely affected. Management’s plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern.
The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
7
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Significant estimates include the valuation of deferred tax assets and the associated valuation allowances, the fair value of the Company’s common stock, the valuation of stock-based compensation, the fair value of warrants classified as liabilities, and the grant-date fair value of equity instruments issued as compensation for services.
Cash and Cash Equivalents
For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had cash equivalents at June 30, 2026 and September 30, 2025.
The Company maintains its cash on deposits with banks and financial institutions within the United States that at times may exceed federally-insured limits of $
Deferred Offering Costs
Deferred offering costs consist of legal, accounting and other fees and expenses that are directly attributable to a contemplated offering of the Company’s securities. These costs are capitalized and deferred until the offering is completed, at which time they are charged against the gross proceeds of the offering as a reduction of additional paid-in capital. If the offering is abandoned, or is no longer considered probable of being completed, the deferred costs are charged to expense.
8
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Fair Value of Financial Instruments and Fair Value Measurements
The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
| ● | Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
| ● | Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
| ● | Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature.
Certain of the Company’s financial liabilities are measured at fair value on a recurring basis. The Company measures these instruments using an option-pricing model. Because the Company’s common stock is thinly traded, expected volatility is estimated by reference to the historical volatility of comparable publicly traded companies over the expected term of the instrument, and no dividends are assumed. The inputs used in these measurements are unobservable, and the measurements are classified within Level 3 of the fair value hierarchy. Changes in the fair value of these instruments are recognized in other income (expense) in the condensed consolidated statements of operations. The Company recognizes transfers into and out of the levels of the fair value hierarchy as of the beginning of the reporting period in which the transfer occurs. See Note 5 for further disclosures of our financial liabilities measured at fair value on a recurring basis.
Extinguishment of Liabilities
The Company derecognizes a liability upon it being extinguished. A liability is considered to be extinguished when the obligation resulting in the liability is paid in full with either cash, other financial assets or delivery of goods or services. Further, a liability is considered extinguished if the debtor is legally released from being the primary obligor by the creditor. See Note 3 for liabilities extinguished during the three and nine months ended June 30, 2026 and 2025 that resulted in a gain (loss) on extinguishment.
Convertible Notes Payable
The Company records convertible notes payable at the amount of proceeds received, net of discounts. Where a convertible note is issued together with a freestanding instrument such as a warrant, the Company allocates the proceeds between the instruments according to the classification of each. Where the freestanding instrument is classified within stockholders’ equity, the proceeds are allocated between the instruments based on their relative fair values in accordance with ASC 470-20-25-2. Where the freestanding instrument is classified as a liability, that instrument is recorded at its full fair value and the residual proceeds are allocated to the note.
Original issue discount, and lender legal fees and closing costs withheld from proceeds, together with any amount allocated to a freestanding instrument, are recorded as a discount against the carrying amount of the note. The discount is amortized to interest expense over the contractual term. Where a note becomes due and payable before the end of its stated term, any remaining unamortized discount is recognized in interest expense at that time.
The Company evaluates amendments to the terms of its debt instruments under ASC 470-50 to determine whether an amendment is accounted for as a modification or as an extinguishment of the original instrument.
9
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Warrants
The Company accounts for warrants issued in connection with its financing transactions as either equity-classified or liability-classified instruments based on an assessment of the specific terms of each warrant under ASC 480 and ASC 815-40. The assessment considers whether the instrument is freestanding, whether it meets the definition of a liability under ASC 480, and whether it satisfies the conditions for equity classification under ASC 815-40, including whether the instrument is considered indexed to the Company’s own common stock. The assessment is performed at issuance and at each subsequent reporting date.
Equity-classified warrants are recorded within additional paid-in capital at their allocated value on the date of issuance and are not subsequently remeasured. Liability-classified warrants are recorded at fair value on the date of issuance and are remeasured to fair value at each reporting date, with the change in fair value recognized in other income (expense). Upon exercise, a liability-classified warrant is remeasured to fair value as of the exercise date and the resulting amount is reclassified to stockholders’ equity together with any exercise proceeds.
The warrants issued in connection with the Company’s convertible notes payable provide that the exercise price of the warrant is conformed to the conversion price under the related note. Under the terms of that note, the conversion price may, in specified circumstances, be adjusted to an amount determined by reference to a market price of the Company’s common stock. Because the exercise price of the warrants is therefore not fixed, the warrants do not satisfy the condition in ASC 815-40-15-7C that the settlement amount equal the difference between the fair value of a fixed number of shares and a fixed monetary amount, and the warrants are classified as liabilities.
Embedded Derivatives
The Company evaluates the embedded features of its financial instruments to determine whether a feature is required to be separated from its host contract and accounted for separately as a derivative under ASC 815-15-25-1. A feature is separated only if each of the required criteria is met, including the criterion that the feature would, on a freestanding basis, meet the definition of a derivative. For a feature that would be settled in the Company’s own common stock, meeting that definition requires that the shares deliverable upon settlement be readily convertible to cash.
The Company’s common stock is quoted on the Over-the-Counter (“OTC”) market and is thinly traded, with no reported trading activity on a substantial portion of trading days. The Company has concluded that the shares deliverable upon conversion of its convertible notes payable are not readily convertible to cash, that the conversion feature accordingly does not meet the definition of a derivative, and that separate accounting for the feature is therefore not required. The Company has not separated any embedded feature from a host contract and has not recognized any derivative liability.
10
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Preferred Stock
The Company evaluates each series of its preferred stock upon designation and issuance to determine whether the series is classified as a liability, as temporary equity, or as permanent equity, considering the redemption, conversion, voting and settlement provisions of the series in accordance with ASC 480 and ASC 480-10-S99-3A. No series of the Company’s preferred stock is mandatorily redeemable, redeemable at the option of the holder, or redeemable upon an event outside the Company’s control. Accordingly, each series of the Company’s preferred stock is presented within permanent stockholders’ equity.
Advertising and Marketing Costs
All costs related to advertising and marketing are expensed as incurred. For the three and nine months ended June 30, 2026 and 2025, advertising and marketing costs amounted to $
Research and Development
The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional service costs associated with the development of plant-based defense technology products. For the three and nine months ended June 30, 2026, and 2025, the Company incurred $
Stock-based Compensation
The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards, including stock warrants and stock grants, based on estimated grant-date fair values. The Company measures employee and non-employee awards at the date of grant, which generally is the date at which the Company and the non-employee reach a mutual understanding of the key terms and conditions of a share-based payment award.
The Company uses the straight-line attribution method to allocate compensation cost to reporting periods over the requisite service period during which the employee or non-employee is required to provide services in exchange for the award. The Company has elected to account for forfeitures of awards as they occur, with previously recognized compensation reversed in the period that the awards are forfeited.
Share-based payments to nonemployees are measured at the grant-date fair value of the equity instruments issued rather than at the fair value of the goods or services received. Where an award is fully vested at issuance and is not subject to a service or performance condition, the entire grant-date fair value is recognized on the grant date. Awards classified within stockholders’ equity are not subsequently remeasured.
Where an equity instrument issued as compensation is convertible into common stock on terms that vary depending on future events, the Company measures the grant-date fair value of the instrument using a probability-weighted model of the settlement outcomes available under the terms of the instrument, adjusted by a discount for lack of marketability. An award within the scope of ASC 718, together with any conversion feature embedded in it, is excluded from the requirements of ASC 815 under ASC 815-10-15-74(b) for so long as the award remains within the scope of ASC 718, and the conversion feature is not separately evaluated for separation as a derivative.
11
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Fair Value of Common Stock
The Company’s common stock is quoted on the OTC Market and is thinly traded, with no reported trading activity on a substantial portion of trading days. In determining the fair value of its common stock for the purpose of measuring equity instruments issued and share-based payments, the Company considers the most recent arm’s-length third-party cash sale price of its common stock, the quoted market price, and the volume-weighted average price of executed transactions over a trailing period. Where no trade is reported on a measurement date, the Company does not rely on the last reported sale price and instead determines fair value by reference to a trailing 30-day volume-weighted average price of executed transactions. The Company applies this basis consistently across measurement dates.
Reclassification
As of September 30, 2025, we reclassified $
Per Share Data
ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact.
The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive:
| Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Warrants to purchase common stock | ||||||||||||||||
| Series A convertible preferred stock | ||||||||||||||||
| Series B convertible preferred stock | ||||||||||||||||
| Series C convertible preferred stock | ||||||||||||||||
| Convertible notes | ||||||||||||||||
| Total potentially dilutive securities | ||||||||||||||||
The number of shares of common stock issuable upon conversion of the Series C Preferred Stock is not fixed. Each share is convertible into a number of shares of common stock determined by dividing a stated monetary amount by a price per share determined under the Certificate of Designation, subject to a floor price if the Company’s common stock has not been listed on a national exchange at time of conversion. The share amounts presented above for the Series C Preferred Stock reflect the maximum number of shares issuable at the $
12
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Segment Reporting
The segment reporting structure uses the Company’s management reporting structure as its foundation to reflect how the Company manages the businesses internally and is mainly organized by products. During the nine months ended June 30, 2026 and 2025, the Company was organized into one strategic business unit. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to make operating decisions, allocate resources and assess performance. The Company’s Chief Executive Officer (“CEO”) is its CODM.
The Company’s CODM reviews consolidated operating results, cash balances, liquidity position, financing activities and operating expenses on a consolidated basis when making decisions regarding resource allocation and assessing performance. The Company does not prepare or review discrete financial information for separate product lines, technologies, geographic areas or business activities and therefore has concluded that it operates as a single operating segment.
Recent Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures about significant segment expenses and about the CODM. The Company adopted ASU 2023-07 effective October 1, 2024, and the adoption did not have a material impact on its condensed consolidated financial statements or disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. Effective October 1, 2025, the Company adopted ASU 2023-09 which did not have an impact on its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”) a new accounting standard to improve the disclosures about an entity’s expenses and address requests from investors for more detailed information about the types of expenses included in commonly presented expense captions. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with retrospective application permitted. The Company is evaluating the disclosure requirements related to the new standard and its impact on our consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption.
13
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
NOTE 3 – EXTINGUISHMENT OF LIABILITIES
During the nine months ended June 30, 2026, the Company settled $
During the nine months ended June 30, 2025, the Company issued an aggregate of
NOTE 4 – NOTES PAYABLE
Evergreen Convertible Notes Payable and Warrant Liabilities
Effective April 16, 2026, the Company entered into a securities purchase agreement (the “SPA”) with Evergreen Capital Management LLC (“Evergreen”), pursuant to which the Company sold, and Evergreen purchased, (i) a convertible promissory note in the aggregate principal amount of up to $
On June 17, 2026 (the “Effective Date”), the Company and Evergreen entered into a side letter agreement (the “Letter Agreement”), pursuant to which, among other things: (i) Evergreen’s registration rights, including its piggyback registration rights, were deleted from the SPA; (ii) the number of Warrants to be issued for the four tranches was increased from
At June 30, 2026, the Company received aggregate net proceeds from the first three Tranches of $
The Notes mature upon the earlier of (i) 9 months following the issue date set forth in the respective Note, or (ii) the listing of the Company’s common stock on a national securities exchange (an “Exchange Listing”). The Note accrues interest at
Further, the conversion price is subject to adjustment upon a reverse stock split or other capitalization that results in a reduction of the number of outstanding shares of common stock. The conversion price and any other price-based measure used to determine the number of shares of common stock issuable upon conversion shall be proportionately and equitably adjusted such that, following such reverse stock split or recapitalization, the holder shall be entitled to receive upon conversion the number of shares of common stock that the holder would have been entitled to receive had such conversion occurred immediately prior to such reverse stock split or recapitalization, with such adjustment resulting in a conversion price equal to the lowest volume weighted-average price of the common stock during the consecutive trading days immediately following the effectiveness of such reverse stock split. The conversion price is also subject to adjustment for any issuances or sales of common stock or common stock equivalents at a price per share that is lower than the applicable conversion price.
14
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
The Warrants have a -year term, are exercisable on a cashless basis, and have an initial exercise price of $
In accordance with ASC 470-20-25-2, we allocated the proceeds received between the Notes and Warrants using the with-and-without method, since the Warrants are classified as a liability. Therefore, $
At June 30, 2026, we remeasured the estimated fair value of the warrant liabilities using the Black-Scholes pricing model and the following key assumptions: expected term of approximately
During the three and nine months ended June 30, 2026, we recognized interest expense on the Notes of $
During the three and nine months ended June 30, 2026, we recognized amortization expense of $
For the three and nine months ended June 30, 2025, amortization of debt discount related to the convertible note payable amounted to $
The convertible note payable and unamortized debt discount at June 30, 2026 and September 30, 2025 was as follows:
June 30, 2026 | September 30, 2025 | |||||||
| Principal amount | $ | $ | ||||||
| Less: unamortized debt discount | ||||||||
| Convertible note payable, net | $ | $ | ||||||
15
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
2024 Convertible Note Payable
On September 9, 2024, the Company and an investor entered into a convertible promissory note agreement providing for the issuance of a note in the principal amount of $
In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair value of the warrants issued to the investor was $
In October 2025, the convertible note and all accrued interest of $
SBA Loan
On April 9, 2020, the Company received a loan from the Small Business Administration pursuant to the Paycheck Protection Program (“PPP”) in the principal amount of $
Financed Payable
During the three months ended June 30, 2026, the Company entered into a financing agreement to finance $
NOTE 5 – FAIR VALUE MEASUREMENTS
The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, at June 30, 2026 and September 30, 2025:
| Warrant liabilities | June 30, 2026 | September 30, 2025 | ||||||
| Level 1 | $ | $ | ||||||
| Level 2 | ||||||||
| Level 3 | ||||||||
| Total | $ | $ | ||||||
16
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
The following table presents a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended June 30, 2026:
| Level 3 warrant liability | Amount | |||
| Balance at September 30, 2025 | $ | |||
| Warrants issued | ||||
| Change in fair value recognized in earnings | ||||
| Balance at June 30, 2026 | $ | |||
There were no transfers into or out of Level 3, and no exercises, expirations or forfeitures of liability-classified warrants, during the nine months ended June 30, 2026.
The fair value of the warrant liabilities are estimated using the Black-Scholes option-pricing model. The significant unobservable inputs used in the measurement of the warrant liabilities at June 30, 2026 were as follows:
| Significant unobservable input | June 30, 2026 | |||
| Expected volatility | % | |||
| Underlying common stock price | $ | |||
| Remaining contractual term | ||||
| Risk-free interest rate | % | |||
| Expected dividend yield | % | |||
A significant increase in the expected volatility or in the underlying common stock price would result in a materially higher fair value measurement of the warrant liability.
NOTE 6 – ADVISORY AGREEMENT AND SERIES C PREFERRED STOCK
On April 16, 2026, the Company entered into an Advisory Agreement (the “Advisory Agreement”) with Brio Advisory Group LLC (the “Consultant”), pursuant to which the Consultant will provide the Company advisory services including, but not limited to, in connection with strategic initiatives, capitalization, financial and other planning, due diligence, financing efforts, and the Company will issue to the Consultant shares of preferred stock which will be valued as follows: (i) $
In connection with the Advisory Agreement, on May 4, 2026, the Company’s board of directors (“Board of Directors” or “Board”) contemplated by the board at the time of the approval approved the designation of four shares of its authorized preferred stock as Series C Preferred Stock with a par value of $
17
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Each share of Series C is convertible, at the option of the holder, into shares of common stock at the following conversion rates: (i) if the Company’s common stock has been listed for trading on The Nasdaq Capital Market, the NYSE American, or another equivalent national securities exchange by April 14, 2027, the Series C will convert at a rate of $
The Series C was issued to the Consultant as compensation for advisory services and is accounted for as a non-employee share-based payment award under ASC 718. The award vested at issuance, is not subject to a service or performance condition, and is classified within permanent stockholders’ equity. Because the award is within the scope of ASC 718, the award and its embedded conversion feature are excluded from the requirements of ASC 815 under ASC 815-10-15-74(b), and the conversion feature has not been separately evaluated for separation as a derivative. The Company has also evaluated the Series C under ASC 480 and ASC 480-10-S99-3A and concluded that it is not a liability and is not required to be presented as temporary equity.
The Company measured the award at its grant-date fair value using a probability-weighted model of the two settlement outcomes available to the holder under the Certificate of Designation, reduced by a discount for lack of marketability. The significant assumptions used were a
Since the Series C was issued in connection with a service agreement, the Company has applied the provisions of ASC 718 Stock Compensation and have recorded the grant-date fair value of the Series C of $
18
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
NOTE 7 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The authorized preferred stock of the Company consists of
Series A Preferred Stock
On August 10, 2022, the Company filed a Certificate of Designation with the State of Nevada to designate its Series A Preferred Stock (“Series A”). The designation authorized
As of both June 30, 2026 and September 30, 2025, there were
Series B Preferred Stock
On October 19, 2022, the Company filed a Certificate of Designation with the State of Nevada to designate its Series B Preferred Stock (“Series B”). The designation authorized
On September 28, 2023, our former Chief Executive Officer and the LASB Family Trust returned to the Company for cancellation of
During the nine months ended June 30, 2026, PJ Advisory Group converted their Series B into
At June 30, 2026 and September 30, 2025, there were
Series C Preferred Stock
On May 5, 2026, the Company filed a Certificate of Designation with the State of Nevada to designate its Series C Preferred Stock. The designation authorized four shares of preferred stock as Series C. Each share of Series C has a nominal liquidation preference equal to par value ($
Each share of Series C is convertible, at the option of the holder, into a number of shares of common stock at the following conversion rates: (i) if the common stock has been listed for trading on The Nasdaq Capital Market, the NYSE American, or another equivalent national securities exchange by April 14, 2027, the Series C will convert at a rate of $
During the three and nine months ended June 30, 2026,
19
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Common Stock
The Company is authorized to issue up to
During the nine months ended June 30, 2026 and 2025, the Company issued the following shares of common stock:
Common stock for conversion of Series B
During the nine months ended June 30, 2026, the Company issued
Common stock issued for cash
During the nine months ended June 30, 2026, the Company issued
During the nine months ended June 30, 2025, the Company sold an aggregate of
Common stock for warrant exercises
During the nine months ended June 30, 2026, the Company issued
During the nine months ended June 30, 2025, the Company issued
Common stock for services
During the nine months ended June 30, 2026, the Company issued
Common stock for accrued services
During the nine months ended June 30, 2026, the Company issued
Common stock for conversion of accrued compensation
During the nine months ended June 30, 2026, the Company issued
During the nine months ended June 30, 2025, the Company issued
Common stock for compensation
During the nine months ended June 30, 2026, the Company issued its current CEO
20
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
During the nine months ended June 30, 2025, the Company issued an aggregate of
Common stock for conversion of note payable and accrued interest
During the nine months ended June 30, 2026, the Company issued
During the nine months ended June 30, 2025, Brent Lilienthal converted his note payable with a principal amount of $
During the nine months ended June 30, 2025, the Company issued
Cancellation of common stock due to legal settlement
During the nine months ended June 30, 2026, pursuant to a legal settlement (see Note 9), the Company cancelled
Common stock for settlement of accounts payable
On March 11, 2026, the Company issued
During the nine months ended June 30, 2025, the Company issued an aggregate of
Warrants
Common stock warrants activity for the three and nine months ended June 30, 2026 was as follows:
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Contractual Term | ||||||||||
| Outstanding and exercisable at October 1, 2025 | $ | |||||||||||
| Exercised | ( | ) | — | |||||||||
| Outstanding and exercisable at December 31, 2025 | ||||||||||||
| Issued | — | |||||||||||
| Expired | ( | ) | — | |||||||||
| Outstanding and exercisable at June 30, 2026 | $ | |||||||||||
No cash proceeds were received upon the warrants being exercised.
21
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
NOTE 8 – RELATED PARTY TRANSACTIONS
Accrued Compensation – Salary and Wages
CEO and Scientific Advisors
The Company has an employment agreement with its CEO, a services agreement with its Acting Chief Financial Officer (“CFO”), and consulting agreements with its two scientific advisors, each of whom is also a director and a founder of the Company (the “scientific advisors”) (see Note 9).
Effective January 1, 2025, an amendment to the CEO’s employment agreement was executed and amended the following provisions: (i) annual salary was increased from $
Effective January 1, 2025, the scientific advisors aggregate monthly compensation was increased to $
Any accrued compensation amounts earn interest at
Acting Chief Financial Officer
Effective May 21, 2026, the Company engaged a consulting firm through which its Acting Chief Financial Officer provides services to the Company. The arrangement provides for current cash compensation of $
The aggregate deferred cash compensation is payable in a lump sum no later than December 31, 2026, and is accordingly classified as current liability. If the Company’s Board of Directors determines in good faith that payment on that date would jeopardize the Company’s ability to continue as a going concern, the Company may defer payment until the Board determines that payment would no longer do so, but in no event beyond May 21, 2028. Any amount not paid when due will accrue interest at
At June 30, 2026 and September 30, 2025, accrued compensation and related expenses owed to these individuals totaled $
Former Chief Business Officer and Interim Chief Financial Officer
At June 30, 2026 and September 30, 2025, the Company owed its former Chief Business Officer and Interim Chief Financial Officer $
22
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Board Approved Tax Reimbursement Policy
On April 15, 2026 the Board of Directors adopted a policy, effective retroactive to January 1, 2024, under which the Company pays or reimburses income taxes, penalties and interest arising for covered individuals on compensation derived from the Company, in an amount sufficient to satisfy the recipient’s tax on the payment itself (the “Policy”). Each covered individual is a related party, and the Policy was approved by a Board on which every member is an interested party. The Policy continues on an open-ended basis unless modified or terminated by the Board, and any modification applies prospectively only. The covered individuals are the Company’s Chief Executive Officer and two directors who provide scientific advisory services under consulting arrangements. The compensation covered is salary, consulting fees, bonuses and common stock issued for services.
At June 30, 2026, accrued compensation and related taxes accrued in respect of the Policy were $
Management has evaluated the matter under ASC 450, Contingencies. Based on information currently available, the Company concluded that a liability of approximately $
At June 30, 2026, the liabilities resulting from the Policy are comprised of the following:
| Amount | ||||
| Accrued compensation, CEO | $ | |||
| Accrued compensation, Director Yates | ||||
| Accrued compensation, Director Jaynes | ||||
| Accrued taxes | ||||
| Accrued penalties and interest | ||||
| Total tax reimbursement policy liabilities | $ | |||
During the three and nine months ended June 30, 2026, expenses associated with the Policy have been classified as follows, within the condensed statements of operations:
| Three and Nine Months Ended June 30, 2026 | ||||
| Compensation and related benefits | $ | |||
| Research and development expenses | ||||
| Other general and administrative expenses | ||||
| Total tax reimbursement policy expense | $ | |||
23
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Advances from Related Parties
The Company’s CEO and scientific advisors have, from time to time, made working capital advances to the Company. These advances bear interest at
Accrued Interest – Related Parties
The accrued compensation and advances received from the CEO and the scientific advisors bear interest at
During the three and nine months ended June 30, 2026, interest expense amounted to $
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that we believe could have a material adverse effect on its financial condition or results of operations except as noted.
On February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendants’ improper receipt of shares of Company common stock under agreements which required the defendants to provide services to the Company and which services the defendants ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendants’ shares of Company common stock and for them to be returned to the Company. The Company and Mr. Kimbrough settled the claims in dispute during the year ended September 30, 2025, which required Mr. Kimbrough to return a portion of his shares of common stock to the Company. The Company and Mr. Kimbrough are currently working on executing upon the settlement terms before dismissal. On October 22, 2025,
On April 12, 2024, the Company filed suit against Richard Saied, in the 192nd Judicial District Court for Dallas County, Texas (case no. DC-24-05442), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendant’s improper receipt of shares of Company common stock under an agreement which required the defendant to provide services to the Company and which services the defendant ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendant’s shares of Company common stock and for them to be returned to the Company.
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GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
On October 13, 2024, the Company’s former Chief Business Officer and Interim Chief Financial Officer sent the Company a letter demanding payment for amounts she claimed she was owed under her prior employment agreement with the Company. The Company disputes the allegations in the letter and intends to defend itself as necessary.
Employment Agreements
Former Executive and Officer
The Company’s former Interim Chief Executive Officer, who subsequently served as the Company’s Chief Business Officer and Interim Chief Financial Officer, was party to an employment agreement dated January 17, 2024 that was terminated in May 2024. Refer to Note 8 for amounts owed and outstanding under that agreement.
Directors and Advisors
On January 17, 2024, the Company executed an advisor agreement with Dr. Jesse Jaynes, a director of the Company (the “Jaynes Advisor Agreement”). Dr. Jaynes will be compensated as follows: (i) Dr. Jaynes will be paid a $
On January 17, 2024, the Company executed an advisor agreement with Dr. Clayton Yates, a director of the Company (the “Yates Advisor Agreement”). Dr. Yates will be compensated as follows: (i) Dr. Yates will be paid a $
Chief Executive Officer
On January 17, 2024, the Company appointed its current Chief Executive Officer (“CEO”) and executed an Employment Agreement with the CEO (the “Original Agreement”). Effective January 1, 2025, an amendment to the CEO’s Original Agreement was executed and amended the following provisions: (i) annual salary was increased from $
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GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
Chief Financial Officer
On May 18, 2026, the Company entered into an Acting Chief Financial Officer Services Agreement with a consulting firm through which the Company’s Acting Chief Financial Officer provides services to the Company. On May 21, 2026 (the “Restatement Date”), that agreement was amended and restated in its entirety (as amended and restated, the “CFO Services Agreement”). The CFO Services Agreement has an initial term of twelve months from the Restatement Date, subject to extension upon the mutual written agreement of the parties, and may be terminated by either party without cause upon
The CFO Services Agreement as amended provides for (i) current cash compensation of $
Pursuant to the CFO Services Agreement, the Board is to approve an equity compensation plan (the “Plan”) and, promptly following such approval, grant options to purchase
At June 30, 2026, the Plan had not been approved and no options had been granted. Accordingly, no grant date has been established under ASC 718, no compensation cost has been recognized in respect of the options for the three and nine months ended June 30, 2026, and the options have been excluded from the computation of potentially dilutive securities.
Refer to Note 8 for disclosure of outstanding amounts due under these agreements at June 30, 2026.
Board Approved Tax Reimbursement Policy
See Note 8 for obligations accrued by the Company on behalf of its CEO and directors pursuant to a tax reimbursement policy adopted by the Board of Directors in April 2026.
Payroll, Consulting and Other Tax Filings
Payroll tax filings for compensation and other amounts provided to employees in forms other than payroll require amendment, and information returns for amounts paid to consultants remain unfiled. The Company has also not filed federal income tax returns for fiscal 2022 and subsequent years, state income and franchise tax returns of a former subsidiary in Delaware for 2021 and a short period in 2022, or certain state and local business filings in Nevada. Management has commenced preparation of the amended and unfiled returns and is determining the full scope of the Company’s remaining filing obligations.
Taxes, penalties and interest arising from the payroll and information reporting matters described above are included in accrued liabilities at June 30, 2026 and are described in Note 8. The Company has incurred cumulative operating losses and has not generated revenue; accordingly, management does not expect the income tax returns, when filed, to result in a material income tax liability, or penalties, interest or fees assessed in connection with those filings to be material to the Company’s financial position or results of operations.
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GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Ended June 30, 2026 and 2025
(unaudited)
NOTE 10 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
Stockholder Approval of Corporate Actions
On July 17, 2026, the Company’s board of directors and the holders of a majority of the Company’s outstanding voting capital, acting by written consent in lieu of a meeting, approved the following actions: (i) the adoption of the Company’s 2026 Omnibus Equity Incentive Plan (the “2026 Plan”) and the reservation of
An information statement describing these actions was first mailed to stockholders on or about July 31, 2026. Under Rule 14c-2 under the Securities’ Exchange Act of 1934, as amended, the actions may not be implemented until at least 20 days after that mailing.
2026 Omnibus Equity Incentive Plan
The options contemplated by the CFO Services Agreement described in Note 9 were conditioned upon approval of the Plan by the Company’s stockholders. That approval was obtained on July 17, 2026. At June 30, 2026 the Plan had not been approved, no grant date had been established under ASC 718, and no compensation cost had been recognized in respect of those options. A grant date will be established, and compensation cost will begin to be recognized, in the period in which the options are granted under the Plan.
Reverse Stock Split
As of the date these condensed consolidated financial statements were issued, the Board had not selected a ratio and the Reverse Stock Split had not been effected. Accordingly, no retroactive adjustment has been made to the share and per share amounts presented in these condensed consolidated financial statements. If and when the Reverse Stock Split is effected, share and per share amounts for all periods presented will be retroactively adjusted to give effect to the Reverse Stock Split.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below.
Business Overview
Genvor, through its wholly-owned subsidiary, Genvor Inc., is developing an AI-enabled peptide platform focused on proprietary peptide candidates for agricultural crop protection, crop optimization and related health and wellness applications. The Company’s most advanced scientific foundation is its antimicrobial peptide platform (“AMPs”), which are designed to inhibit or disrupt microbial pathogens through mechanisms that may include membrane interaction, increased permeability, pore formation, cell wall and plasma membrane disruption, and cytosolic leakage.
The Company’s peptide technology has advanced from in vitro testing into transgenic maize greenhouse studies. Peer-reviewed published data showed that the Company’s peptides reduced growth of numerous bacterial and fungal pathogens, and that its lead product candidates, AGM182, GV185 and GV187, reduce fungal growth and aflatoxin accumulation in transgenic maize. The Company intends to build its agricultural commercialization strategy around two complementary pathways: (i) seed traits, in which selected peptides are expressed internally by crops, and (ii) foliar biological crop protection products, in which selected peptides are externally applied.
The Company also intends to use its peptide library and its AI-enabled peptide design platform, BioCypher, to further design, identify, optimize and license peptide candidates to third parties, including potential partners in agriculture and human health and wellness. In human health and wellness, the Company intends to apply BioCypher through a business-to-business model under which its role would be to design, identify, optimize and license peptide candidates to third-party companies for potential use in consumer health, wellness, cosmetic, topical, nutraceutical and functional support applications; however, the Company is not currently positioned as a vertically integrated direct-to-consumer wellness product company.
The Company’s BioCypher platform encompasses multiple classes of engineered peptides designed to address distinct agricultural and human health and wellness challenges.
Agriculture
Over the next four years, the Company intends to focus on researching and developing portfolio solutions for the following:
Foliar Segments:
| ● | Fungicides: AMPs to control key pathogens; |
| ● | Insecticides: insecticidal peptides to control key insects and nematodes; and |
| ● | Biostimulants (emerging): crop-enhancing peptides for abiotic stress management and nutrient use efficiency. |
Traits Segments:
| ● | Insect resistance: traits to control key insects and nematodes; |
| ● | Fungal resistance (emerging): traits to control key pathogens; and |
| ● | Nutritional enhancement & quality (emerging): nutritionally enhanced peptides to improve the nutritional value of crops. |
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Critical Accounting Policies
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from estimates.
Significant estimates include the valuation of deferred tax assets and the associated valuation allowances, the fair value of the Company’s common stock, the valuation of stock-based compensation, the fair value of warrants classified as liabilities, and the grant-date fair value of equity instruments issued as compensation for services.
Income Taxes
Income taxes are accounted for pursuant to Accounting Standards Codification (“ASC”) 740 “Accounting for Income Taxes,” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.
Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is charged to equity. Deferred tax assets and liabilities are offset when they are related to income taxes levied by the same taxation authority and we intend to settle its current tax assets and liabilities on a net basis.
Stock-based Compensation
The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards, including stock warrants and stock grants, based on estimated grant-date fair values. The Company measures employee and non-employee awards at the date of grant, which generally is the date at which the Company and the non-employee reach a mutual understanding of the key terms and conditions of a share-based payment award.
The Company uses the straight-line attribution method to allocate compensation cost to reporting periods over the requisite service period during which the employee or non-employee is required to provide services in exchange for the award. The Company has elected to account for forfeitures of awards as they occur, with previously recognized compensation reversed in the period that the awards are forfeited.
Warrants
The Company accounts for warrants issued in connection with its financing transactions as either equity-classified or liability-classified instruments based on an assessment of the specific terms of each warrant under ASC 480 and ASC 815-40. The assessment considers whether the instrument is freestanding, whether it meets the definition of a liability under ASC 480, and whether it satisfies the conditions for equity classification under ASC 815-40, including whether the instrument is considered indexed to the Company’s own common stock. The assessment is performed at issuance and at each subsequent reporting date.
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Equity-classified warrants are recorded within additional paid-in capital at their allocated value on the date of issuance and are not subsequently remeasured. Liability-classified warrants are recorded at fair value on the date of issuance and are remeasured to fair value at each reporting date, with the change in fair value recognized in other income (expense). Upon exercise, a liability-classified warrant is remeasured to fair value as of the exercise date and the resulting amount is reclassified to stockholders’ equity together with any exercise proceeds.
The warrants issued in connection with the Company’s convertible notes payable provide that the exercise price of the warrant is conformed to the conversion price under the related note. Under the terms of that note, the conversion price may in specified circumstances be adjusted to an amount determined by reference to a market price of the Company’s common stock. Because the exercise price of the warrants is therefore not fixed, the warrants do not satisfy the condition in ASC 815-40-15-7C that the settlement amount equal the difference between the fair value of a fixed number of shares and a fixed monetary amount, and the warrants are classified as liabilities.
The warrants issued in connection with our convertible notes payable are classified as a liability and are remeasured to fair value at each reporting date, with the change recognized in earnings. Fair value is estimated using an option-pricing model and is classified within Level 3 of the fair value hierarchy. The measurement is most sensitive to the price of our common stock and to expected volatility, and to a lesser extent to the risk-free interest rate and the remaining term of the warrants. Because our common stock is thinly traded, expected volatility is estimated by reference to comparable publicly traded companies rather than our own trading history, and the share price input is derived from executed transactions over a trailing period rather than a single quoted price. A change in either input would change the amount recognized in earnings. Because the warrants have a five-year term, this measurement will continue to affect our results in each reporting period until the warrants are exercised or expire.
Preferred Stock
The Series C Preferred Stock issued to an advisor is measured once, at its grant-date fair value, and is not subsequently remeasured. That measurement depends on two assumptions that are inherently uncertain. The first is the probability that our common stock is listed on a national securities exchange before April 14, 2027, which determines which of the two settlement formulas in the Certificate of Designation applies. The second is a discount for lack of marketability, which reflects the restricted nature of the securities and the limited trading in our common stock. Both are management estimates. A higher assumed probability of listing, or a lower marketability discount, would each increase the expense recognized. Because the award is equity-classified and vested at issuance, a change in either assumption in a later period does not change the amount already recognized.
Fair Value of Common Stock
Our common stock is quoted on the Over-the-Counter (“OTC”) market and does not trade on many days, so determining its fair value for the purpose of measuring equity instruments issued and share-based payments requires judgment. Where no trade is reported on a measurement date, we do not rely on the last reported sale price, which may reflect an isolated transaction on an earlier date, and instead determine fair value by reference to a volume-weighted average price of executed transactions over a trailing period. Applying a different basis would change the amounts recognized for equity issued and for share-based payments during the period.
Our convertible notes payable and our Series C Preferred Stock each contain a conversion feature. Whether such a feature must be separated from its host contract and carried as a derivative at fair value through earnings depends on judgments that are not free from doubt, including whether the feature is clearly and closely related to the host contract, whether our common stock is readily convertible to cash under ASC 815-10-15-83(c), given the limited trading volume in our common stock, and whether the instrument is within the scope of ASC 718 and therefore excluded from derivative accounting under ASC 815-10-15-74(b). We have concluded that no embedded feature requires separation, and no derivative liability has been recognized. A different conclusion on any of these judgments would require us to recognize a derivative liability measured at fair value at each reporting date, with changes in fair value recognized in earnings, which could have a material effect on our reported liabilities and net loss.
Recent Accounting Standards
For details of applicable new accounting standards, please, refer to Recent Accounting Standards in Note 2 of our condensed consolidated financial statements accompanying this Quarterly Report on Form 10-Q.
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RESULTS OF OPERATIONS
Comparison of Results of Operations for the Three Months Ended June 30, 2026 and 2025
Revenues
We did not generate any revenue during the three months ended June 30, 2026 and 2025.
Operating Expenses
For the three months ended June 30, 2026 and 2025 operating expenses consisted of the following:
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Research and development expenses | $ | 205,977 | $ | 271,816 | ||||
| Advertising and marketing expenses | 15,281 | — | ||||||
| Professional fees | 481,851 | 80,356 | ||||||
| Compensation and related benefits | 1,516,403 | 184,824 | ||||||
| Other general and administrative | 261,501 | 40,547 | ||||||
| $ | 2,481,013 | $ | 577,543 | |||||
Research and Development
| ● | For the three months ended June 30, 2026, research and development expenses decreased by $65,839 or 24.2%, compared to the three months ended June 30, 2025. This decrease was primarily due to the board approving a $100,000 bonus in May 2025 to each of our two scientific advisors pursuant to a milestone defined in their consulting agreements being met, offset by additional compensation expense totaling $161,856 under the Company’s tax reimbursement policy (see Note 8 of the accompanying condensed consolidated financial statements) and a $27,695 decrease in general research and development expenses. We expect our research and development expenses to increase as we advance testing and validation of our peptide candidates and continue to develop our BioCypher platform in support of potential future licensing and collaboration agreements. |
Advertising and Marketing Expenses
| ● | For the three months ended June 30, 2026, advertising and marketing expenses increased 100% to $15,281, as compared to $0 during the three months ended June 30, 2025. The increase is due to additional marketing services used during the period. |
Professional Fees
| ● | Professional fees primarily consisted of accounting fees, audit fees, legal service fees, consulting fees, investor relations service charges, and other fees. For the three months ended June 30, 2026, professional fees increased by $401,495, or 499.6%, as compared to the three months ended June 30, 2025. The increase is due primarily to $381,641 of professional services paid with Series C Preferred Stock issued pursuant to an advisory agreement executed during the period. |
Compensation and Related Benefits
| ● | For the three months ended June 30, 2026, compensation and related benefits expenses increased by $1,331,579, or 720.5%, as compared to the three months ended June 30, 2025. The increase is due primarily to $1,201,729 of expense recognized under the Company’s tax reimbursement policy (see Note 8 of the accompanying condensed consolidated financial statements). |
Other General and Administrative Expenses
| ● | Other general and administrative expenses mainly consist of OTC listing fees, office supplies, insurance expense, travel and entertainment expenses, and other miscellaneous items. For the three months ended June 30, 2026, other general and administrative expenses increased by $220,954, or 544.9%, as compared to the three months ended June 30, 2025. The increase is due primarily to $204,334 of accrued penalties and interest recognized during the three months ended June 30, 2026 under the Company’s tax reimbursement policy (see Note 8 of the accompanying condensed consolidated financial statements). |
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Loss from Operations
During the three months ended June 30, 2026, and 2025, the Company incurred a loss from operations of $2,481,013 and $577,543, respectively. The increase in the loss from operations is attributable to the reasons above.
Other Income (Expenses), net
Other income (expenses), net mainly includes interest expense related to our notes payable and the change in fair value of our warrant liabilities.
Other expenses, net totaled $75,455 for the three months ended June 30, 2026, as compared to other income, net of $179,764 for the three months ended June 30, 2025, a change of $(255,219), or (142.0)%. The change is primarily due to a gain on settlement of a note payable of $187,000 during the three months ended June 30, 2025 and an increase in interest expense due on the convertible notes payable issued during the three months ended June 30, 2026.
Income Taxes
We recorded no income tax expense or benefit for the three months ended June 30, 2026 and 2025, as the deferred tax assets arising from our losses are fully offset by a valuation allowance.
Net Loss
As a result of the factors described above, our net loss was $2,556,468, or $0.07 per share (basic and diluted), for the three months ended June 30, 2026, as compared to $397,779, or $0.01 per share (basic and diluted), for the three months ended June 30, 2025, an increase of $2,158,689, or 542.7%.
For the Nine Months Ended June 30, 2026, and 2025
Revenues
We did not generate any revenue during the nine months ended June 30, 2026 and 2025.
Operating Expenses
For the nine months ended June 30, 2026 and 2025 operating expenses consisted of the following:
| Nine Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Research and development expenses | $ | 320,352 | $ | 390,052 | ||||
| Advertising and marketing expenses | 42,073 | 3,758 | ||||||
| Professional fees | 728,811 | 100,436 | ||||||
| Compensation and related benefits | 2,042,749 | 5,283,418 | ||||||
| Other general and administrative expenses | 317,175 | 73,349 | ||||||
| $ | 3,451,160 | $ | 5,851,013 | |||||
Research and Development
| ● | For the nine months ended June 30, 2026, research and development expenses decreased by $69,700, or 17.9%, compared to the nine months ended June 30, 2025. This decrease was primarily due the board approving a $100,000 bonus in May 2025 to each of our two scientific advisors pursuant to a milestone defined in their consulting agreements being met, offset by additional compensation expense totaling $161,856 under the Company’s tax reimbursement policy (see Note 8 of the accompanying condensed consolidated financial statements) and a $31,556 decrease in general research and development expenses. We expect our research and development expenses to increase as we advance testing and validation of our peptide candidates and continue to develop our BioCypher platform in support of potential future licensing and collaboration agreements. |
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Advertising and Marketing Expenses
| ● | For the nine months ended June 30, 2026, advertising and marketing expenses increased by $38,315, or 1,019.6%, as compared to the nine months ended June 30, 2025. The increase is due to the execution of a marketing services agreement during the nine months ended June 30, 2026. |
Professional Fees
| ● | Professional fees primarily consisted of accounting fees, audit fees, legal service fees, consulting fees, investor relations service charges, and other fees. For the nine months ended June 30, 2026, professional fees increased by $628,375, or 625.6%, as compared to the nine months ended June 30, 2025. The increase is due primarily to $510,794 of professional services paid with equity, consisting of $381,641 of Series C Preferred Stock issued pursuant to an advisory agreement and $129,153 of common stock issued or to be issued for consulting services, with the balance attributable to higher accounting, audit and legal fees. No professional services were paid with equity during the nine months ended June 30, 2025. |
Compensation and Related Benefits
| ● | For the nine months ended June 30, 2026, compensation and related benefits expenses decreased by $3,240,669, or 61.3%, as compared to the nine months ended June 30, 2025. The decrease is due primarily to stock-based compensation on shares issued to our CEO under his employment agreement, which was $4,515,800 lower than in the prior year period, partially offset by $1,201,729 of expense recognized under the Company’s tax reimbursement policy (See Note 8 of the accompanying condensed consolidated financial statements) and a $73,402 increase in other compensation and related benefits. |
Other General and Administrative Expenses
| ● | Other general and administrative expenses mainly consist of OTC listing fees, office supplies, insurance expense, travel and entertainment expenses, and other miscellaneous items. For the nine months ended June 30, 2026, other general and administrative expenses increased by $243,826 or 332.4%, as compared to the nine months ended June 30, 2025. The increase is due primarily to $204,334 of accrued penalties and interest recognized during the nine months ended June 30, 2026 under the Company’s tax reimbursement policy (See Note 8 of the accompanying condensed consolidated financial statements). |
Loss from Operations
During the nine months ended June 30, 2026 and 2025, the Company incurred a loss from operations of $3,451,160 and $5,851,013, respectively. The change in net loss is attributable to the reasons disclosed above.
Other Income (Expenses), net
Other expense mainly includes interest expense on amounts due to related parties.
Other expenses, net totaled $111,155 for the nine months ended June 30, 2026, as compared to other income, net of $153,000 for the nine months ended June 30, 2025, a change of $(264,155), or (172.7)%. The change is primarily due to a gain on settlement of a note payable of $187,000 during the nine months ended June 30, 2025 and an increase in interest expense due to the convertible notes payable issued during the three months ended June 30, 2026.
Income Taxes
We recorded no income tax expense or benefit for the nine months ended June 30, 2026 and 2025, as the deferred tax assets arising from our losses are fully offset by a valuation allowance.
Net Loss
As a result of the factors described above, our net loss was $3,562,315, or $0.10 per share (basic and diluted), for the nine months ended June 30, 2026, as compared to $5,698,013, or $0.23 per share (basic and diluted), for the nine months ended June 30, 2025, a decrease of $2,135,698, or 37.5%.
Liquidity and Capital Resources
Going Concern
At June 30, 2026, we had $196,522 in cash, a working capital deficit of $2,551,952 and an accumulated deficit of $29,755,621. Net cash used in operating activities was $898,957 and $399,939 for the nine months ended June 30, 2026 and 2025, respectively. We incurred net losses of $3,562,315 and $5,698,013 for the nine months ended June 30, 2026 and 2025, respectively. We have incurred substantial operating losses since inception and expect to continue to incur significant operating losses for the foreseeable future. We have not yet commercialized any products and have never generated any revenue from product sales.
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We have a limited operating history and our continued growth is dependent upon obtaining additional financing to fund future obligations and pay liabilities arising from ordinary course business operations. In addition, the current cash balance cannot be projected to cover our operating expenses for the next twelve months from the date our financial statements are issued. These matters raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital, implement our business plan, and generate sufficient revenues. While we plan to raise capital in the future through the sale of equity or debt securities to continue to implement our business plan, we may not be able to raise additional capital on terms acceptable to us, or at all. Furthermore, there are no assurances that we will be successful in our efforts to raise additional capital, implement our business plan or generate sufficient revenues to continue as a going concern.
Management’s plans do not alleviate the substantial doubt about our ability to continue as a going concern. See Note 1 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Cash Flows for the Nine Months Ended June 30, 2026 Compared to the Nine Months Ended June 30, 2025
The following summarizes the key components of our cash flows for the nine months ended June 30, 2026 and 2025:
| Nine Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (898,957 | ) | $ | (399,939 | ) | ||
| Net cash provided by financing activities | 1,058,248 | 498,499 | ||||||
| Net increase in cash | $ | 159,291 | $ | 98,560 | ||||
Cash Flows from Operating Activities
Net cash used in operating activities for the nine months ended June 30, 2026 was approximately $899,000, which primarily reflected our consolidated net loss of approximately $3,562,000, offset by the non-cash item adjustments, primarily consisting of stock-based compensation, Series C Preferred Stock and common stock issuance for services, loss on settlement of accounts payable with shares of common stock, amortization of a debt discount and fair value change of our warrant liabilities of approximately $939,000 and the net cash inflows from changes in operating assets and liabilities of approximately $1,724,000, primarily consisting of the accrual of tax reimbursement policy liabilities of approximately $1,646,000.
Net cash flow used in operating activities for the nine months ended June 30, 2025 was approximately $400,000, which primarily reflected our consolidated net loss of approximately $5,698,000, offset by the non-cash item adjustments of approximately $4,678,000, primarily consisting of stock-based compensation and service expense of $4,862,500 and approximately $196,000 of gains on settlement of liabilities and a note payable and the net cash inflow changes in operating assets and liabilities of $620,000, primarily consisting of an increase in accrued compensation of approximately $629,000.
Cash Flows from Financing Activities
Net cash provided by financing activities was approximately $1,058,000 for the nine months ended June 30, 2026. During the nine months ended June 30, 2026, our financing activities related to proceeds received from the sale of shares of common stock and pre-funded warrants of approximately $665,000, and proceeds of $470,000 received from the issuance of convertible notes payable, offset by payments on a finance liability of approximately $27,000 related to the financing of our insurance premiums and $50,000 of deferred offering costs.
During the nine months ended June 30, 2025, net cash provided by financing activities was approximately $500,000. During the nine months ended June 30, 2025, we received proceeds from sale of common stock and a warrant exercise of $430,500 and net advances from related parties of approximately $68,000.
The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:
| ● | We have not generated any revenue and fund our operations entirely from financing activities; |
| ● | Our debt and other obligations include convertible notes principal and accrued interest maturing in January 2027 and March 2027, accrued compensation and related party advances that are payable on demand, obligations accrued under our tax reimbursement policy, deferred compensation payable in a lump sum no later than December 31, 2026, insurance premium financing and a Small Business Administration loan; and |
| ● | The cost of remediating the material weaknesses in our internal control over financial reporting, including additional accounting personnel and systems, and the ongoing cost of being a public company. |
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at June 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, as a result of the material weaknesses in our internal control over financial reporting described below, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Identified Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
In connection with the audit of our consolidated financial statements for the year ended September 30, 2025, management identified the following material weaknesses in our internal control over financial reporting, which had not been remediated at June 30, 2026:
| ● | Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures; |
| ● | Lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; |
| ● | Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting and to allow for proper monitoring controls over accounting; and |
| ● | Insufficient written policies and procedures over accounting transaction processing and period-end financial disclosure and reporting processes. |
During the quarter ended June 30, 2026, management identified the following additional matters relating to the Company’s tax filing, reporting and withholding obligations, which were determined to be material weaknesses:
| ● | Compensation processed through payroll was subject to withholding and reporting. Compensation and other amounts provided to employees in other forms, including amounts deferred, drawn or settled in equity, had not been fully evaluated for their payroll tax and reporting consequences, and the related payroll tax filings require amendment; |
| ● | Amounts paid to consultants for their services had not been fully evaluated for their information reporting consequences, and the related information returns remain unfiled; and |
| ● | Federal and state income tax returns for prior years, and certain state and local business filings, remain unfiled. |
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Remediation Plan
Our management has updated our internal processes and controls to strengthen their effectiveness and developed a remediation plan which includes the following actions:
| ● | In January 2026, the Company engaged an outside accounting firm to assist with the preparation of its consolidated financial statements, related footnotes and periodic reports, including review of the underlying accounting data and identification of accounting matters requiring resolution. |
| ● | In May 2026, the Company engaged an Acting Chief Financial Officer on a part-time basis. This separated the principal executive officer and principal financial officer functions, which had previously been performed by the same individual. |
| ● | Management completed a documented assessment of segregation of duties across the Company’s cash and banking, accounts payable and disbursements, payroll, general ledger and journal entry, financial reporting, and information technology access functions. The assessment is documented in a written remediation plan dated June 30, 2026, which identifies priority control gaps and assigns responsibility for their remediation to members of management. |
| ● | Management prepared a set of written accounting and internal control policies addressing accounts payable approval and disbursement; treasury and bank account controls; account reconciliation and general ledger; journal entries; period-end close; payroll processing; equity, stock issuance and capitalization records; significant accounting policies; and disclosure controls. |
| ● | Management began evaluating third-party accounts payable and expense management systems. No system had been selected or implemented at June 30, 2026; however, additional review of payment processing was implemented during the quarter. |
| ● | Management performed an evaluation of the payroll tax and information reporting consequences of compensation and other amounts provided to employees in forms other than payroll, and of amounts paid to consultants for their services. |
| ● | Management began assembling the records required to amend the Company’s payroll tax filings, to prepare and file its open information returns, income tax returns and business filings, and to determine the full scope of its remaining filing obligations. |
| ● | Subsequent to quarter end, on July 9, 2026, the Company’s board of directors (“Board of Directors” or “Board”), acting in its capacity as the Company’s audit committee, reviewed and endorsed the remediation plan, directed management to continue its implementation, and directed management to report on the status of remediation to the Board not less than quarterly. |
Management’s remaining planned remediation measures include evaluating options to add additional members to the Board and to establish a properly constituted audit committee; adding accounting personnel sufficient to achieve segregation of duties on a sustained basis; implementing additional accounting and information technology systems; extending the Company’s payroll process and information reporting to all forms of compensation and other amounts provided to officers, directors, employees and consultants, including amounts deferred, drawn or settled in equity; reviewing compensation and related-party arrangements quarterly for their payroll tax and information reporting consequences; amending the Company’s payroll tax filings and completing its open information returns, income tax returns and business filings; and establishing a recurring tax compliance calendar with periodic reporting to the Board.
The Company’s ability to add accounting personnel and to implement additional systems is contingent upon the Company raising additional capital. Management can give no assurance that such capital will be raised or that these measures will be implemented on the timeline currently contemplated.
The measures described above were designed and documented recently, and a number of them remain in the process of implementation. Accordingly, the material weaknesses described above had not been remediated at June 30, 2026. We will not be able to conclude that the material weaknesses have been remediated until the applicable controls have been fully implemented, have operated for a sufficient period of time, and management has concluded, through testing, that such controls are operating effectively. We may also conclude that additional measures are required to remediate the material weaknesses, which may necessitate further action.
Changes in Internal Control Over Financial Reporting
Other than the changes described above, there were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We are taking actions to remediate the material weaknesses described above, which may result in changes in our internal control over financial reporting in periods subsequent to June 30, 2026.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. Except as set forth in the notes to our financial statements, we are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.
ITEM 1A. RISK FACTORS.
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On April 7, 2026, the Company issued an aggregate of 5,333 shares of common stock to two different service providers for services rendered.
On April 15, 2026, the Company issued 250,000 shares of its common stock to its CEO, for services rendered.
On April 15, 2026, the Company issued 450,000 shares of common stock to its CEO and a director and scientific advisor for accrued compensation of $225,000 converted into shares of common stock.
On April 16, 2026, the Company issued one share of its Series C Preferred Stock to a consultant for advisory services.
On June 17, 2026, the Company issued two shares of its Series C Preferred Stock to a consultant for advisory services.
The issuance of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving a public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 5. OTHER INFORMATION.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2026, none of the Company’s directors or executive officers
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ITEM 6. EXHIBITS.
| * | Filed herewith. |
| + | Indicates a management contract or any compensatory plan, contract or arrangement. |
| ** | Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
| *** | Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under those sections. |
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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 thereunto duly authorized.
| GENVOR INCORPORATED | ||
| Date: August 14, 2026 | By: | /s/ Chad Pawlak |
| Name: | Chad Pawlak | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: August 14, 2026 | By: | /s/ Donald Kalkofen |
| Name: | Donald Kalkofen | |
| Title: | Acting Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) | ||
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