GNVR 10-Q
Genvor Inc (GNVR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly
period ended
For the transition period from ____________ to ____________
Commission File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification Number) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
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 |
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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. Yes ☐
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 and post such files). Yes ☐
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. (Check one):
| ☐ | Large accelerated filer | ☐ | Accelerated filer |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
On March 31, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant had an undetermined value as the registrant’s common stock was not trading on any exchange, nor was it quoted for trading on the OTC Link ATS or any other over-the-counter market or alternative trading system.
The number of the registrant’s shares of common stock issued, issuable and outstanding was as of September 08, 2025.
GENVOR INCORPORATED
INDEX
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Genvor Incorporated
Index to Financial Statements
Genvor Incorporated
Condensed Consolidated Balance Sheets
| March 31, | September 30, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expense | ||||||||
| Total Current Assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Property and equipment, net | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Convertible note payable, net | $ | $ | ||||||
| Notes payable | ||||||||
| Accrued interest | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued compensation and related expenses | ||||||||
| Advances from related parties | ||||||||
| SBA loan | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| STOCKHOLDERS' DEFICIT: | ||||||||
| Preferred stock, $ par value; shares authorized; Series A Preferred Stock, shares authorized; shares issued and outstanding at March 31, 2025 and September 30, 2024 | ||||||||
| Series B Preferred Stock, shares authorized; shares issued and shares outstanding at March 31, 2025 and September 30, 2024 | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at March 31, 2025 and September 30, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Less: series B preferred stock held in treasury, at cost; shares at March 31, 2025 and September 30, 2024 | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-1
Genvor Incorporated
Condensed Consolidated Statements of Operations
(unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||
| March 31, | March 31, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| REVENUE | $ | $ | $ | $ | ||||
| OPERATING EXPENSES: | ||||||||
| Research and development expenses | |
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| Advertising and marketing expenses | |
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| Professional fees | |
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| Compensation and related benefits | |
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| Other general and administrative expenses | |
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| Total Operating Expenses | |
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| LOSS FROM OPERATIONS | ( |
( |
( |
( | ||||
| OTHER EXPENSES | ||||||||
| Interest expense | ( |
( |
( |
( | ||||
| Penalties | ( |
( | ||||||
| Gain on settlement of debt, net | |
| ||||||
| Total Other 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.
F-2
Genvor Incorporated
Condensed Consolidated Statements of Changes in Stockholders’ Deficit
For the Three and Six Months Ended March 31, 2025 and 2024
(unaudited)
| Series A | Series B | ||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | |||||||||||||||||||
| Number | Number | Number | Additional | Total | |||||||||||||||||
| of | of | of | Paid-in | Accumulated | Stockholders' | ||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Treasury Stock | 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 | |
$ | |
$ |
|
$ |
$ |
$ ( |
$ ( |
$ ( | |||||||||||
F-3
| Series A | Series B | ||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | |||||||||||||||||||
| Number | Number | Number | Additional | Total | |||||||||||||||||
| of | of | of | Paid-in | Accumulated | Stockholders' | ||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Treasury Stock | Deficit | Deficit | ||||||||||||
| Balance, September 30, 2023 | |
$ | |
$ |
|
$ |
$ |
$ ( |
$ ( |
$ ( | |||||||||||
| Sale of common stock | - | - | |
|
|
| |||||||||||||||
| Issuance of common stock erroneously omitted from prior year | - | - | |
|
( |
||||||||||||||||
| Double issuance of common stock | - | - | |
|
( |
||||||||||||||||
| Issuance of warrants for services | - | - | - | |
| ||||||||||||||||
| Issuance of warrants for conversion of note payable | - | - | - | |
| ||||||||||||||||
| Issuance of common stock for conversion of note payable | - | - | |
|
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| |||||||||||||||
| Net loss | - | - | - | ( |
( | ||||||||||||||||
| Balance, December 31, 2023 | |
|
|
|
|
|
( |
( |
( | ||||||||||||
| Issuance of common stock for services | - | - | |
|
|
| |||||||||||||||
| Issuance of common stock for conversion of note payable | - | - | |
|
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| Sale of common stock | - | - | |
|
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| |||||||||||||||
| Issuance of warrants for services | - | - | - | |
| ||||||||||||||||
| Cancellation of common stock | - | - | ( |
( |
|
||||||||||||||||
| Net loss | - | - | - | ( |
( | ||||||||||||||||
| Balance, March 31, 2024 | |
$ | |
$ |
|
$ |
$ |
$ ( |
$ ( |
$ ( | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
Genvor Incorporated
Condensed Consolidated Statements of Cash Flow
For the Six Months Ended March 31,
(unaudited)
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Stock-based compensation | ||||||||
| Late fee capitalized into notes payable | ||||||||
| Gain on settlement of liabilities, net | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Accrued interest | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accrued compensation and related expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Advances from related parties | ||||||||
| Proceeds from sale of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Conversion of note payable into common stock | $ | $ | ||||||
| Conversion of notes payable into warrants | $ | $ | ||||||
| Common stock issued for accrued compensation | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
GENVOR INCORPORATED
Notes to Condensed Consolidated Financial Statements
March 31, 2025
(unaudited)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Company Background
On May 27, 2022, Genvor Incorporated, formerly known as Allure Worldwide, Inc. (the “Company” or “Genvor” or “we”), a Nevada corporation, Genvor Acquisition, Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Genvor Inc., a Delaware corporation (“Old Genvor”), completed their previously announced merger transaction pursuant to which the Company acquired Old Genvor (the “Acquisition”), and Old Genvor became a wholly-owned subsidiary of the Company. The Acquisition was completed pursuant to an Exchange Agreement, dated as of January 11, 2021 (the “Acquisition Agreement”), pursuant to which Old Genvor was acquired by the Company as its wholly owned subsidiary and each share of Old Genvor common stock was exchanged for a share of the Company’s common stock, and a merger agreement, dated March 2, 2022 (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Old Genvor, with Old Genvor continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger, and each share of Old Genvor was converted into the right to receive a share of the Company (the “Merger”). After closing of the Merger, the Company was renamed “Genvor Incorporated.”
For accounting purposes, Old Genvor was the surviving entity. The transaction was accounted for as a recapitalization of Old Genvor, pursuant to which Old Genvor was treated as the accounting acquirer, surviving and continuing entity although the Company was the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of Old Genvor and its wholly owned subsidiary, Nexion Biosciences LLC (“NBLLC”) immediately following the consummation of this reverse merger transaction.
During May 2019, Old Genvor acquired NBLLC from a founder for nominal consideration as a wholly owned subsidiary. NBLLC was formed in the state of Delaware on December 28, 2018. Currently, NBLLC is dormant.
Genvor develops plant-based defense technology designed to help farmers achieve global food security.
Business Plan and Strategy
Genvor’s business strategy centers on leveraging its proprietary BioCypher Algorithm, an AI-driven peptide discovery platform, to create sustainable agricultural solutions that optimize crop performance across diverse growing conditions. The Company’s peptide technologies are designed to enhance yields, improve stress tolerance, and deliver nutrient optimization while addressing critical agricultural challenges including plant diseases, toxins, bacteria, and fungi. These innovations are designed to support farmers and growers worldwide by improving agricultural productivity, reducing chemical inputs, and enhancing economic outcomes through residue-free solutions that meet evolving regulatory requirements and consumer demands.
F-6
The Company is advancing its portfolio of engineered peptide technologies through its proprietary BioCypher Algorithm, which accelerates the discovery and validation of commercial-grade peptide solutions. Genvor’s platform supports multiple formulation approaches including foliar applications, transgenic seed traits, and seed treatment delivery systems, creating cross-crop scalability opportunities in row crops and specialty crops. The Company is leveraging its extensive peptide library of 50,000+ designed peptides to address high-value agricultural performance applications including yield enhancement, stress tolerance, nutrient use efficiency, and biological crop protection, as well as adjacent opportunities in animal health and feed optimization. Notable validation includes the Company’s transgenic corn peptide AGM182, which demonstrated 72% reduction in fungal growth and 98% reduction in aflatoxin in USDA trials.
Genvor’s commercial model employs a licensing-first strategy centered on forming strategic partnerships, joint development agreements (JDAs), and licensing arrangements that create mutual competitive advantages. The Company’s approach enables agricultural leaders to access validated peptide technology with protected market rights while leveraging partners’ regulatory expertise and commercialization capabilities. These collaborations span the innovation spectrum from research institutions for advanced testing to industry partners for field validation and market access, ensuring solutions are developed for scalable commercial success across specific crops, applications, and geographic markets. The Company’s robust intellectual property portfolio, including 2 issued U.S. patents covering antimicrobial and nutrient-enhancing peptides with 1 patent pending covering 16 novel peptides, supports this partnership-driven commercialization strategy.
Competitive Advantage
Genvor’s competitive advantage is built upon its proprietary BioCypher Algorithm, an AI-driven peptide discovery platform that combines computational biology with machine learning to accelerate peptide design while ensuring commercial viability across diverse agricultural environments. By integrating molecular modeling, predictive analytics, and regulatory benchmarks, the platform accelerates peptide discovery significantly faster than traditional R&D approaches. The Company’s technology platform targets fundamental plant mechanisms, enabling single discoveries to be transformed into multi-crop opportunities across both row crops and specialty crops.
Technical Formulation Advancement
The Company has achieved significant technical formulation advancements for its antimicrobial peptide (AMP) platform. Working with a leading specialty chemicals partner, Genvor successfully developed and validated liquid aqueous formulations for its GV185 and GV197 antimicrobial peptides designed for foliar application across multiple crops including corn, wheat, and greenhouse tomatoes and strawberries. Key technical milestones accomplished include the development of analytical methods (HPLC-MS) for peptide quantification and quality control; the identification of lead formulation candidates with 0.2% active ingredient concentration; the initiation of long-term stability studies demonstrating promising early results with decomposition rates of less than 5% under accelerated aging conditions and the preparation of prototype formulations ready for greenhouse and field trial evaluation. These formulation advances represent important progress toward commercialization, with the developed prototypes designed to deliver targeted active ingredient concentrations of 1-10 ppm on treated crops. The Company continues stability studies to select final lead prototypes and plans to proceed with efficacy testing in controlled greenhouse and field environments.
Recent data demonstrate that Genvor’s proprietary peptides showed promising broad-spectrum efficacy against major agricultural pathogens that cause significant crop losses worldwide. Lead candidate GV185 demonstrated particularly strong antifungal activity at low concentrations, potentially de-risking the program for partnerships and supporting the commercial advancement toward field trials and regulatory submissions.
F-7
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, Old 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, 2024 filed with the SEC on August 1, 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 March 31, 2025, the Company had cash of $641.
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 March 31, 2025, as reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of $2,089,850. At March 31, 2025, the Company had an accumulated deficit of $25,904,499. For the six months ended March 31, 2025, the Company recognized a net loss of $5,300,234 and used cash in operating activities of $72,575, with no revenues earned, and limited operational history. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
While the Company is currently developing its products and technologies, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of additional public and/or private offerings of its stock but such capital cannot be assured. See Note 7 for working capital raised subsequent to March 31, 2025 in a private replacement offering. Management believes that the actions presently being taken to further implement its business plan, develop its products and technologies, and generate revenues should provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds in the future, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate cash flows from financing activities or operating activities.
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.
F-8
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 during the three and six months ended March 31, 2025 and 2024 include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.
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
The Company
maintains its cash on deposits with bank and financial institution within the United States that at times may exceed federally-insured
limits of $
Property and Equipment
Property and equipment are stated at cost and consists of furniture and fixtures. Depreciation is provided by the straight-line method over the useful lives of the related assets of seven years. Expenditures for minor enhancements and maintenance are expensed as incurred.
Long-lived Assets
The Company’s
long-lived assets are reviewed for impairment in accordance with the guidance of the ASC 360, Property, Plant, and Equipment.
The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable. The recoverability of an asset to be held and used is measured by a comparison
of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such an asset is considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair
value. During the six months ended March 31, 2025, and 2024, the Company had
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.
F-9
Advertising and Marketing Costs
All costs
related to advertising and marketing are expensed as incurred. For the three and six months ended March 31, 2025 and 2024, 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 six months ended March 31, 2025, and 2024, 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 nonemployee awards at the date of grant, which generally is the date at which the Company and the nonemployee 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 nonemployee 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.
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.
F-10
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 March 31, | Six Months Ended March 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Warrants to purchase common stock | ||||||||||||||||
| Series A convertible preferred stock | ||||||||||||||||
| Series B convertible preferred stock | ||||||||||||||||
| Convertible notes | ||||||||||||||||
| Total potentially dilutive securities | ||||||||||||||||
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 six months ended March 31, 2025 and 2024, the Company is 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.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation, including breakouts within operating expenses. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which enhances reportable segment disclosure requirements, including significant segment expenses and interim disclosures (“Topic 280”). The guidance allows for disclosure of multiple measures of a reportable segment’s profit or loss, and it requires that public entities with a single reportable segment provide all disclosures required by the ASU and all existing disclosures in Topic 280. ASC 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim reporting periods starting after December 15, 2024, with early adoption permitted. The Company adopted the new standard effective June 30, 2024 on a retrospective basis. The adoption of this ASU affects only the Company’s disclosures, with no impact to its financial condition or results of operations.
In December 2023, the FASB 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. The Company expects that the adoption will not have a material impact on its condensed consolidated financial statements.
ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”). In November 2024, the FASB issued 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. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its condensed consolidated financial condition, results of operations, cash flows or disclosures.
F-11
NOTE 3 – NOTES PAYABLE
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 $20,000. The note is due on September 9, 2025 and bears interest at 10%. The principal amount is convertible
into shares of common stock of the Company at a conversion price 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 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 $
The convertible note payable and unamortized debt discount as of March 31, 2025 and September 30, 2024 was as follows:
March 31, 2025 | September 30, 2024 | |||||||
| Principal amount | $ | $ | ||||||
| Less: unamortized debt discount | ( | ) | ( | ) | ||||
| Convertible note payable, net | $ | $ | ||||||
For the
three and six months ended March 31, 2025 and 2024, amortization of debt discount related to this convertible note payable amounted to
$
For the
three and six months ended March 31, 2025 and 2024, interest expense on the convertible note payable amounted to approximately $
Notes Payable and Subsequent Event
From time to time, the Company enters into unsecured notes payable with individual investors. The terms of these notes are listed below.
| Interest | Note Balance As of | |||||||||||||||||||
| Noteholder | Origination | Maturity | Rate | March 31, 2025 | September 30, 2024 | |||||||||||||||
| Brent Lilienthal | % | $ | $ | |||||||||||||||||
| Mel Wentz | % | |||||||||||||||||||
| $ | $ | |||||||||||||||||||
On
May 15, 2025, the Company and Brent Lilienthal entered into a settlement agreement, pursuant to which, the Company settled $
Mel Wentz
received a default penalty of $
Aggregate
interest expense, including amortization of debt discount, related to notes payable totaled $
Commercial 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 $
F-12
NOTE 4 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The authorized preferred stock of the Company consists of shares with a $ par value.
Series A Preferred Stock
On August 10, 2022,
the Company designated shares of its preferred stock as Series A Preferred Stock (“Series A”). Each share of Series A
entitles the holder to ten million (10,000,000) votes on all matters submitted to a vote of the stockholders of the Corporation. When
and as any dividend or distribution is declared or paid by the Company on the common stock, the Series A holders are entitled to participate
in such dividend or distribution.
The Series A was issued on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), shares; Dr. Clayton Yates (Chief Scientific Officer and Chairman), shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), shares.
On September 28, 2023, Mr. White returned to the Company for cancellation of shares of Series A preferred stock.
As of March 31, 2025, and September 30, 2024, there were shares of Series A preferred stock issued and outstanding, respectively.
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 shares of Series B.
On September 28, 2023, Mr. White, our former CEO and the LASB Family Trust returned to the Company for cancellation of shares of Series B preferred stock; however, the shares have not been canceled and are being held in treasury stock.
As of March 31, 2025 and September 30, 2024, there were issued and outstanding the majority of which is held by related parties.
As of March 31, 2025, and September 30, 2024, there were shares of Series B preferred stock issued, respectively, the majority of which is held by related parties.
Common Stock
The authorized common stock of the Company consists of shares with a $ par value. All common stock shares are non-assessable and have one vote per share.
During
the three months ended March 31, 2025 and December 31, 2024, the Company issued and shares of its common stock to its
chief executive officer for services rendered. These shares were valued at $
On March 9, 2024,
F-13
Warrants (except for pre-funded)
Common stock warrant (except Pre-Fund Warrants) activity for the three and six months ended March 31, 2025 was as follows:
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Contractual Term | ||||||||||
| Outstanding at October 1, 2024 | ||||||||||||
| Granted | — | |||||||||||
| Outstanding at December 31, 2024 | ||||||||||||
| Granted | — | |||||||||||
| Expired | ( | ) | — | |||||||||
| Outstanding and exercisable at March 31, 2025 | ||||||||||||
There is no “established trading market” for shares of the Company’s common stock at March 31, 2025. Therefore, the aggregate intrinsic value for the warrants outstanding and exercisable at March 31, 2025 are not available. However, subsequent to period end the Company sold common stock shares in a private placement offering for $.25 (see Note 7).
Pre-Funded Warrants
In connection with
the issuance of a convertible note payable (see Note 3), the Company issued
NOTE 5 – RELATED PARTY TRANSACTIONS
Accrued Compensation
The Company has employment agreements with its CEO and two scientific advisors (see Note 6).
Effective January
1, 2025, an amendment to the CEO’s employment agreement executed and amended the following provisions:
Effective January 1, 2025, the scientific advisors aggregate monthly compensation was increased to $ from $.
Any accrued compensation
amounts earn interest at
As of March 31, 2025 and September 30, 2024, the Company owed its former chief business officer and interim chief financial officer, Judith Miller, $ primarily from accrued compensation.
As of March 31, 2025
and September 30, 2024, accrued compensation and related expenses owed to these individuals totaled $
Advances from Related Parties
The Company’s
CEO and scientific advisors make working capital advances as needed which bear interest at
As of
both March 31, 2025 and September 30, 2024, the Company owed, its former CEO, $
As of March 31, 2025
and September 30, 2024, advances from related parties totaled $
F-14
Accrued Interest
The accrued compensation
and advances received from the CEO and two scientific advisors, collectively referred to as the “employees” bear interest
at
Settlement
On September
28, 2023, the Company entered into a settlement agreement with Mr. White, a former CEO of the Company, who was terminated on June 20,
2023. As part of the settlement agreement, Mr. White was to receive a total settlement of $
NOTE 6 – COMMITMENTS AND CONTINGENCIES
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.
The Company is currently disputing amounts claimed to be owed to a noteholder, Mel Wentz, under state usury laws (see Note 3).
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 have settled the claims in dispute and are working to effect the settlement terms before dismissal.
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.
On October 13, 2024, Judith Miller 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.
F-15
Employment Agreements
On January 17, 2024,
Ms. Miller resigned as
On January 17, 2024,
On January 17, 2024,
On January 17, 2024,
Refer to Note 5 for disclosure of amounts outstanding and due under these employment agreements as of March 31, 2025.
F-16
NOTE 7 – 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.
Common Stock Sold for Cash
During
the period from April 1, 2025 through the date of this filing the Company sold an aggregate of shares of its common stock at
a price of $ per share to investors and received proceeds of $
Common Stock Issued for Services
On June 30, 2025,
the Company issued fully vested shares of common stock with an estimated fair value of $
On August 6, 2025,
the Company issued fully vested shares of common stock with an estimated fair value of $
Common Stock Issued for Accounts Payable Settlements and Note Payable Conversion
In May
2025, Brent Lilienthal converted his note with the principal amount of $
Common Stock Issued for Accrued Compensation Converted
In May
2025, the Company issued shares of its common stock upon the conversion of accrued compensation outstanding with our CEO of
$
Common Stock Issued for Warrant Exercise
In
April 2025, the Company issued
Issuance of Common Stock
In May
and June 2025, the Company issued shares of common stock for the conversion of $
Settlement of Accrued Liability
On June 11, 2025,
the Company executed a release and settlement agreement with our former CEO, Bradley White. Pursuant to the settlement agreement, the
Company agreed to pay $
F-17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis of our financial condition and results of operations for the three and six months ended March 31, 2025 and 2024 should be read in conjunction with our condensed consolidated financial statements and related notes to those condensed consolidated financial statements that are included elsewhere in this Quarterly Report on Form 10-Q.
Company Overview
Genvor Incorporated (the “Company” or “Genvor” or “we”) 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 to from Allure Worldwide, Inc. to Genvor Incorporated.
The Company’s 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. Genvor Inc. develops plant-based defense technology designed to help farmers achieve global food security.
During May 2019, Genvor Inc. acquired Nexion Biosciences LLC (“NBLLC”) from a founder for nominal consideration. NBLLC was formed in the State of Delaware on December 28, 2018.
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 (the “Purchase Agreement”) with Genvor Inc., a Delaware corporation (“Old Genvor”) to acquire (the “Acquisition”) Old Genvor. On March 2, 2022, the Company and Old Genvor entered into a merger agreement (the “Merger Agreement”) to consummate the Acquisition, and pursuant to which a wholly-owned subsidiary of the Company, Genvor Acquisition Corp., a Delaware corporation, would merge (the “Merger”) with and into Old Genvor, with each share of Old Genvor common stock issued immediately prior to the time of the merger automatically converted into the right to receive one share of common stock of the Company.
On May 27, 2022, the Acquisition closed, Merger Subsidiary merged with and into Old Genvor, each share of Old Genvor was exchanged for the right to receive one share of Company common stock, 35,261,871 shares of Company common stock were issued to Old Genvor’s pre-merger shareholders (the “Merger Shares”), constituting a change of control of the Company, and Old Genvor became a wholly owned subsidiary of the Company. As a result of these transactions, the Company had 55,261,871 issued and outstanding common shares upon the closing of the share exchange with Old Genvor, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition.
4
As a result of the Acquisition, the Company’s business plan is that Old Genvor will be continuing its research and development addressing plant-based defense technology ich then can be commercialized to help farmers and growers globally to overcome potentially catastrophic losses resulting from plant disease, toxins, bacteria, and fungi that destroy their crops. These solutions can result in greater crop yields and economic savings, which can assist in overcoming world-wide food scarcity.
The Company’s technology was developed by two university scientists, Dr. Clayton Yates, and Dr. Jesse Jaynes, who shared a mission to develop crop protection technology designed to defend against crop diseases affecting both animals and humans alike.
Recent Activity
The Company actively participated in prominent biotechnology conferences and significant industry events. Moreover, productive engagements with USDA partners have enhanced our ongoing multi-year studies on seed traits in corn, focusing on combatting a wide array of pathogens, including aflatoxin.
Our outreach efforts extended to major agricultural enterprises, facilitating discussions on potential partnership opportunities to bring Genvor’s peptide portfolio to market. Multiple product formats are currently under evaluation and development, with our steadfast commitment to the license-first business model. The company is collaborating with several contract manufacturing firms to develop efficient and cost-effective manufacturing systems. This initiative aims to meet the manufacturing requirements of commercial partnerships and ensure the ability to offer economically viable pricing that aligns with market expectations in the global agricultural sector.
Exploration of international animal health research collaborations is underway, including discussions with a leading animal health research company. Concurrently, we are intensifying efforts in non-GMO product development and expediting the innovation of novel peptides.
In August 2024 Genvor was awarded the Golden Ticket by Bayer.
Strategic Collaboration with Bayer: Golden Ticket Award
In 2024, Genvor was selected by Bayer AG as the inaugural recipient of its Golden Ticket award, a competitive innovation initiative designed to support high-impact agricultural technologies. This award grants Genvor fully funded access to laboratory space, equipment, and expert mentorship at Bayer’s LifeHub California @AgStart, a leading AgriFoodTech innovation center.
This collaboration enables Genvor to accelerate development and commercialization of its proprietary peptide-based crop protection and trait technologies. Genvor’s platform leverages antimicrobial peptides (AMPs) to enhance disease resistance and crop performance through both biological sprays and genetic trait innovation.
Bayer’s selection of Genvor from a global pool of applicants underscores the scientific and commercial potential of our approach. The Golden Ticket program aligns with Bayer’s broader commitment to regenerative agriculture and cutting-edge crop protection solutions, providing critical resources to advance Genvor’s mission of sustainable innovation in global agriculture.
5
Going Concern
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 March 31, 2025, as reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of $2,089,850. At March 31, 2025, the Company had an accumulated deficit of $25,904,499. For the six months ended March 31, 2025, the Company recognized a net loss of $5,300,234 and used cash in operating activities of $72,575, with no revenues earned, and limited operational history. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
While the Company is currently developing its products and technologies, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of additional public and/or private offerings of its stock but such capital cannot be assured. Management believes that the actions presently being taken to further implement its business plan, develop its products and technologies, and generate revenues should provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds in the future, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate cash flows from financing activities or operating activities.
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.
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, the actual results could differ significantly from those estimates.
Significant estimates include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.
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 nonemployee awards at the date of grant, which generally is the date at which the Company and the nonemployee 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 nonemployee 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.
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.
6
RESULTS OF OPERATIONS
Comparison of Results of Operations for the Three Months Ended March 31, 2025 and 2024
Revenues
We did not earn any revenues during the three months ended March 31, 2025, and 2024.
Operating Expenses
For the three months ended March 31, 2025 and 2024 operating expenses consisted of the following:
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Research and development expenses | $ | 54,812 | $ | 6,079 | ||||
| Advertising and marketing expenses | — | 11,665 | ||||||
| Professional fees | 8,462 | 355,239 | ||||||
| Compensation and related benefits | 189,390 | 347,965 | ||||||
| Other general and administrative | 23,392 | 26,452 | ||||||
| $ | 276,056 | $ | 747,400 | |||||
| · | For the three months ended March 31, 2025, research and development expenses increased by $48,733 or 801.7%, compared to the three months ended March 31, 2024. The increase was primarily due to increased research projects. We expect that our research and development expenses will continue to increase as our research and development personnel received an aggregate increase in monthly salary of $7,500 effective January 1, 2025. |
| · | For the three months ended March 31, 2025, advertising and marketing expenses decreased by $11,665, or 100.0%, as compared to the three months ended March 31, 2024. The decrease was primarily due to decreased advertising activities as the Company was reducing expenses. |
| · | 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 March 31, 2025, professional fees decreased by $346,777 or 97.6% as compared to the three months ended March 31, 2024, which was primarily attributable to a decrease in accounting, audit and legal fees as the Company ceased compliance related filings due to cash flow constraints and a decrease in stock-based compensation with service providers. |
| · | For the three months ended March 31, 2025, compensation and related benefits expenses decreased by $158,575, or 45.6%, as compared to the three months ended March 31, 2024. The decrease was primarily attributable to a decrease in stock-based compensation as our recent stock sales have declined from $1.00 to $.25. |
| · | Other general and administrative expenses mainly consisted of OTC listing fees, office supplies, insurance expense, travel and entertainment expenses, and other miscellaneous items. For the three months ended March 31, 2025, other general and administrative expenses decreased by $3,060, or 11.6%, as compared to the three months ended March 31, 2024. The decrease was mainly due to our efforts at stricter controls on corporate expenditures. |
7
Loss from Operations
During the three months ended March 31, 2025, and 2024, the Company incurred a loss from operations of $276,056 and $747,400, respectively. The primary reason for the decline in the loss from operations is due to a reduction in compensation and related benefits and professional fees due to less stock-based compensation and service providers as discussed above.
Other Expenses, net
Other expense mainly includes interest expense related to our notes payable, and default penalties – late fees on a note payable.
Other expenses, net totaled $22,927 for the three months ended March 31, 2025, as compared to $24,655 for the three months ended March 31, 2025, a decrease of $1,728, or 7.0%, which was attributable to the decrease in penalties of $30,000, since commencing on July 1, 2024, the monthly penalty of $10,000 for Mel Wentz’s note payable stopped being accrued as described elsewhere in this report, offset by an increase in interest expense of $22,446 due to a convertible note payable issued in September 2024 with a 10% interest and 8% interest accruing on accrued compensation and advances from related parties.
Net Loss
As a result of the factors described above, our net loss was $298,983, or ($0.01) per share (basic and diluted), for the six months ended March 31, 2025, as compared to $772,055 or ($0.04) per share (basic and diluted), for the six months ended March 31, 2024, an decrease of $473,072, or 61.3%.
For the Six Months Ended March 31, 2025, and 2024
Revenues
We did not earn any revenues during the six months ended March 31, 2025, and 2024.
Operating Expenses
For the three months ended March 31, 2025 and 2024 operating expenses consisted of the following:
| Six Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Research and development expenses | $ | 118,236 | $ | 33,110 | ||||
| Advertising and marketing expenses | 3,758 | 29,347 | ||||||
| Professional fees | 20,080 | 1,016,888 | ||||||
| Compensation and related benefits | 5,098,594 | 931,465 | ||||||
| Other general and administrative | 32,802 | 41,666 | ||||||
| $ | 5,273,470 | $ | 2,052,476 | |||||
| · | For the six months ended March 31, 2025, research and development expenses increased by $85,126, or 257.1%, compared to the six months ended March 31, 2024. The increase was primarily due to increased research projects. We expect that our research and development expenses will continue to increase as our research and development personnel received an increase in aggregate monthly salary of $7,500 effective January 1, 2025. |
| · | For the six months ended March 31, 2025, advertising and marketing expenses decreased by $25,589, or 87.2%, as compared to the six months ended March 31, 2024. The decrease was primarily due to decreased advertising activities. |
| · | Professional fees primarily consisted of accounting fees, audit fees, legal service fees, consulting fees, investor relations service charges, and other fees. For the six months ended March 31, 2025, professional fees decreased by $996,808 or 98.0% as compared to the six months ended March 31, 2024, which was primarily attributable to a decrease in accounting, audit and legal fees as the Company ceased compliance related filings due to cash flow constraints and a decrease in stock-based compensation with service providers. |
| · | For the six months ended March 31, 2025, compensation and related benefits expenses increased by $4,167,129 or 447.4%, as compared to the six months ended March 31, 2024. This increase was primarily due to an increase of approximately $4,000,000 of stock-based compensation with our CEO for services provided to the Company and an increase in his monthly salary and guaranteed bonus effective January 1, 2025 resulting in approximately $13,000 of additional compensation expense each month, and a $90,000 one-time bonus provide by the board in January 2025 for 2024 services. |
| · | Other general and administrative expenses mainly consists of OTC listing fees, office supplies, insurance expense, travel and entertainment expenses, and other miscellaneous items. For the six months ended March 31, 2025, other general and administrative expenses decreased by $8,864, or 21.3%, as compared to the six months ended March 31, 2024. The decrease was mainly due to our efforts at stricter controls on corporate expenditures. |
8
Loss from Operations
During the six months ended March 31, 2025, and 2024, the Company incurred a loss from operations of $5,273,470 and $2,052,476, respectively. This increase of $3,220,994 or 156.9% is primarily due to increased stock-based compensation with our CEO, offset by a decline in professional service fees and stock-based compensation with service providers.
Other Expenses, net
Other expense mainly includes interest expense related to our notes payable, and default penalties – late fees on a note payable.
Other expenses, net totaled $26,764 for the six months ended March 31, 2025, as compared to $71,006 for the six months ended March 31, 2025, a decrease of $44,242, or 62.3%, which was primarily attributable to the decrease in penalties of $60,000, since commencing on July 1, 2024, the monthly penalty of $10,000 for Mel Wentz’s note payable stopped being accrued as described elsewhere in this report, offset by an increase in interest expense of $9,932 due to a convertible note payable issued in September 2024 with a 10% interest and 8% interest accruing on accrued compensation and advances from related parties.
Net Loss
As a result of the factors described above, our net loss was $5,300,234, or ($0.23) per share (basic and diluted), for the six months ended March 31, 2025, as compared to $2,123,482, or ($0.11) per share (basic and diluted), for the six months ended March 31, 2024, an increase of $3,176,752, or 149.6%.
Liquidity and Capital Resources
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 release date of this report. 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. There are no assurances that we will be successful in our efforts to generate sufficient revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. We plan to raise capital in the future through the sale of equity or debt to implement our business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to us on satisfactory terms and conditions, if at all.
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations as they come due and otherwise operate on an ongoing basis. At March 31, 2025 and September 30, 2024, we had a cash balance of $641 and $373, respectively.
The following table sets forth a summary of changes in our working capital deficit from March 31, 2025 to December 31, 2024:
| March 31, | September 30, | Changes in | ||||||||||||||
| 2025 | 2024 | Amount | Percentage | |||||||||||||
| Working capital deficit: | ||||||||||||||||
| Total current assets | $ | 8,055 | $ | 21,678 | $ | (13,623 | ) | (62.8 | )% | |||||||
| Total current liabilities | 2,097,905 | 1,749,710 | 348,195 | 19.9 | % | |||||||||||
| Working capital deficit | $ | (2,089,850 | ) | $ | (1,728,032 | ) | $ | 334,572 | (42.9 | )% | ||||||
Our working capital deficit increased by $334,572 to $2,089,850 at March 31, 2025 from $1,728,032 at September 30, 2024. The increase in working capital deficit was primarily attributable to an increase in accrued compensation of $230,522 with our CEO and scientific advisors since we did not have sufficient working capital to pay the personnel’s compensation, an increase of $72,843 in advances received from these same individuals to fund our working capital needs, and $38,164 aggregate increase in accounts payable and accrued expenses and accrued interest.
9
Cash Flows for the Six Months Ended March 31, 2025 Compared to the Six Months Ended March 31, 2024
The following summarizes the key components of our cash flows for the six months ended March 31, 2025 and 2024:
| Six Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (72,575 | ) | $ | (870,000 | ) | ||
| Net cash provided by financing activities | 72,843 | 834,569 | ||||||
| Net increase (decrease) in cash | $ | 268 | $ | (35,431 | ) | |||
Net cash flow used in operating activities for the six months ended March 31, 2025 was $72,575, which primarily reflected our consolidated net loss of approximately $5,300,000, offset by the non-cash item adjustments, primarily consisting of stock-based compensation and service expense of approximately $4,800,000 and the changes in operating assets and liabilities of $427,000, primarily consisting of an increase in accrued compensation of $368,000 and increase in accounts payable, accrued expenses and accrued interest of $38,000 due to our working capital constraints.
Net cash flow used in operating activities for the six months ended March 31, 2024 was $870,000, which primarily reflected our consolidated net loss of approximately $2,123,000, offset by the non-cash item adjustments, primarily consisting of late fee related to note payable of $60,000, and stock-based compensation and service expense of approximately $1,313,350, and cash outflows of approximately $127,000 to pay down accounts payable and accrued expense.
Net cash flow provided by financing activities was approximately $73,000 for the six months ended March 31, 2025, as compared to $835,000 for the six months ended March 31, 2024. During the six months ended March 31, 2025, our financing activities related to advances from related parties for working capital needs. During the six months ended March 31, 2024, we received proceeds from sale of common stock of approximately $827,000 and related party advances of approximately $8,000.
The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:
| ● | an increase in working capital requirements to finance our current business; |
| ● | the use of capital for acquisitions and the development of business opportunities; and |
| ● | the cost of being a public company. |
In addition, the impact that the imposition of tariffs and changes to global trade policies could have on our results of operations is uncertain.
Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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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.
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a simple system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized, and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarterly period ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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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. We are not currently a party to any material legal proceedings, except as set forth below.
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 have settled the claims in dispute and are working to effect the settlement terms before dismissal.
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.
On October 13, 2024, Judith Miller 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.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On March 31, 2025, the Company issued 250,000 shares of its common stock to Mr. Pawlak for services rendered during the three-month period ended March 31, 2025.
The offer, sale, and 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, or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. The recipient of the securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and an appropriate legend was affixed to the securities issued in this transaction. The recipient was an accredited investor and had adequate access, through his employment to information about us.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.
** Filed herewith.
*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these 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: September 8, 2025 | By: | /s/ Chad Pawlak |
| Name: | Chad Pawlak | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
| Date: September 8, 2025 | By: | /s/ Chad Pawlak |
| Name: | Chad Pawlak | |
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |
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