GNVR 10-K
Genvor Inc (GNVR)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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TABLE OF CONTENTS
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FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K 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-K. 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 should be read in conjunction with our financial statements for Genvor Incorporated. Such discussion represents only the best present assessment from our Management.
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PART I
Item 1: Business
Genvor Incorporated (the “Company” or “Genvor”) 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 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 (“Merger Subsidiary”), merged (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 Acquisition, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition.
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. is a pioneer in AI-accelerated peptide technology for sustainable agriculture.
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.
Business Overview and Strategic Vision
The Company, through its wholly owned subsidiary Genvor Inc., is pioneering the development and commercialization of AI-accelerated peptide technology to address critical challenges in global agriculture. Genvor’s proprietary BioCypher Algorithm and extensive library of patented peptides represent a transformative approach to sustainable crop protection and performance enhancement, targeting the estimated $220 billion in annual global crop losses attributed to plant diseases, pests, and environmental stressors.
The Company’s technology platform encompasses multiple classes of engineered peptides designed to address distinct agricultural challenges. Antimicrobial peptides (AMPs) provide broad-spectrum protection against fungal, bacterial, and viral pathogens that threaten crop productivity worldwide. Nutritionally enhanced peptides (NEPs) optimize nutrient uptake and utilization, improving crop yields and quality while reducing fertilizer inputs. The Company is also advancing crop-enhancing peptides (CEPs) that improve stress tolerance and plant vigor, as well as insecticidal peptides that offer targeted pest control without the environmental persistence associated with synthetic chemicals.
These peptide technologies are distinguished by their multiple modes of action and biodegradability, which significantly reduce the risk of resistance development that increasingly limits the effectiveness of conventional chemical pesticides. The Company’s solutions are designed to meet stringent regulatory requirements for residue-free agricultural products while maintaining or exceeding the efficacy standards of traditional crop protection methods. This positions Genvor to capture value in both conventional and organic agricultural markets as global regulations continue to restrict chemical pesticide usage and consumers increasingly demand sustainably produced food.
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The Company’s strategic vision extends beyond crop protection to encompass the broader agricultural value chain. Genvor is actively developing applications for its peptide portfolio in animal health and nutrition, where NEPs demonstrate potential to improve feed conversion efficiency, enhance gut health, and reduce antibiotic usage in livestock and aquaculture production systems. These cross-sector applications leverage the same core technology platform and AI-driven discovery capabilities, creating multiple pathways for value creation and commercial deployment.
Genvor's approach to market entry emphasizes capital efficiency through strategic partnerships rather than internal infrastructure development. The Company pursues licensing agreements, joint development partnerships, and collaborative research arrangements with leading agricultural organizations who possess the regulatory expertise, distribution networks, and market access required for global commercialization. This partnership-driven model enables Genvor to focus resources on technology advancement and peptide discovery while leveraging partners’ complementary capabilities to accelerate time-to-market and maximize geographic reach.
The Company operates at a critical inflection point in agricultural innovation, where converging factors including climate change impacts, evolving pest resistance, tightening regulations, and consumer preferences are driving unprecedented demand for sustainable agricultural solutions. Genvor’s peptide platform, protected by multiple patents and powered by proprietary AI technology, is positioned to address these market needs across the agricultural value chain.
Business 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 targets critical agricultural challenges including plant diseases, toxins, bacteria, and fungi through peptide technologies that enhance yields, improve stress tolerance, and deliver nutrient optimization while meeting evolving regulatory requirements for residue-free solutions.
The Company employs a licensing-first commercialization model, forming strategic partnerships and joint development agreements (JDAs) that create mutual competitive advantages. This approach enables leading agricultural organizations to access validated peptide technology with protected market rights while leveraging partners’ regulatory expertise and distribution capabilities. Collaborations span the innovation spectrum from research institutions for advanced testing to industry partners for field validation and market access, ensuring solutions achieve scalable commercial success across specific crops, applications, and geographic markets.
Technology Platform
The Company’s proprietary BioCypher Algorithm represents a paradigm shift in agricultural biotechnology, combining computational biology with machine learning to accelerate peptide discovery while ensuring commercial viability. By integrating molecular modeling, predictive analytics, and regulatory benchmarks, the platform generates and screens peptide candidates significantly faster than traditional R&D approaches, reducing development timelines from years to months.
Genvor has assembled an extensive library of more than 50,000 designed peptides addressing high-value agricultural applications including biological crop protection against bacterial, fungal, and viral pathogens; yield enhancement through improved stress tolerance and plant vigor; nutrient optimization for enhanced uptake efficiency; and animal health applications in feed efficiency and performance. The platform supports multiple delivery mechanisms including foliar applications, transgenic seed traits, and seed treatments, enabling cross-crop scalability across row crops and specialty crops. Notable validation includes the Company’s transgenic corn peptide AGM182, which demonstrated 72% reduction in fungal growth and 98% reduction in aflatoxin contamination in USDA trials.
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Intellectual Property
The Company’s intellectual property portfolio comprises 5 issued U.S. patents, 2 pending U.S. patent applications, and 4 additional applications in preparation. The Company has also filed 3 international patent applications in Canada, Mexico, and China to protect its technology in key agricultural markets. The Company’s U.S. patents have expiration dates ranging from 2031 to 2038.
The Company’s issued patents and pending applications cover critical aspects of its peptide technology platform and commercial applications. The portfolio includes composition of matter patents claiming novel antimicrobial lytic peptides effective in treating citrus plant diseases, including citrus canker and citrus greening disease, with claims covering three distinct peptides and compositions for disease treatment. Additionally, the Company holds patents covering transgenic corn expressing antifungal peptide AGM182, developed in collaboration with the USDA (DN:0113.18), which include claims for transgenic maize plants and lines expressing AGM182, methods for producing such transgenic lines, the synthetic AGM182 peptide itself, expression vectors, and methods for preventing or treating plants to reduce growth of mycotoxin-producing fungal species.
The Company has patent applications in preparation covering novel antimicrobial peptides, production methods for bioactive peptides for use as foliar sprays and in disease-resistant plants, generative artificial intelligence systems for peptide optimization and discovery, and novel peptides for the treatment of insect infestation. These applications are expected to strengthen the Company’s intellectual property position and provide additional protection for its expanding technology platform.
The Company has obtained registered trademarks for GENVOR PEPTIDES BY DESIGN®.
The Company’s success depends in part on its ability to obtain and maintain patent protection for its technologies and products, preserve trade secrets, and operate without infringing the intellectual property rights of others. The Company’s policy is to seek to protect its proprietary rights through various methods, including filing patent applications in the United States and foreign jurisdictions to cover certain aspects of its technology. The Company continues to develop and file patent applications relating to its expanding technology platform both domestically and internationally. However, there can be no assurance that the Company’s pending patent applications will result in issued patents, that any issued patents will provide adequate protection for the Company’s technology, or that third parties will not assert intellectual property infringement claims against the Company.
Competitive Advantages
Genvor’s competitive position is distinguished by several key factors that differentiate the Company from both traditional chemical pesticide manufacturers and other biological solution providers. The Company’s AI-accelerated discovery capabilities through the BioCypher Algorithm enable rapid iteration and optimization of peptide candidates, dramatically reducing time-to-market compared to traditional agricultural R&D cycles. Unlike single-product companies, Genvor’s platform technology targets fundamental plant mechanisms, enabling single discoveries to generate multi-crop opportunities and diverse application pathways. The Company’s peptide-based solutions qualify for expedited regulatory pathways as biological products, reducing approval timelines and costs compared to synthetic chemical alternatives. Additionally, peptides’ multiple modes of action and biodegradability minimize resistance development risks that challenge conventional chemical pesticides. The growing demand for sustainable, residue-free agricultural solutions aligns with Genvor’s technology capabilities.
Recent Technical Achievements
Artificial Intelligence Platform Advances
The Company successfully integrated over 9,000 proprietary synthetic antimicrobial peptides from Dr. Jesse Jaynes’ four decades of research into its BioCypher algorithm, creating a unique training dataset. The Company’s third-generation model, which incorporates both synthetic and natural AMPs with proprietary hydrophobicity encoding, demonstrated an 85% improvement in training performance compared to baseline models. This enhanced model architecture enables the generation of novel AMP candidates that maintain validated design principles, including proper amphipathic patterning and systematic charged/hydrophobic alternation critical for membrane activity. The Company has established a production pipeline capable of generating and screening 100,000 in silico candidates with proprietary scoring algorithms, reducing experimental screening requirements by over 1,000-fold. These AI capabilities position the Company to accelerate its development timeline while preserving the intellectual contributions and design expertise accumulated over decades of peptide research.
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Efficacy Validation Studies
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 against economically significant pathogens including Fusarium graminearum, Aspergillus flavus, and Botrytis cinerea. The Company conducted concentration-response studies on key fungal pathogens demonstrating that lead peptide candidates GV185 and GV197 showed concentration-dependent growth inhibition, with GV185 showing superior efficacy at lower application rates. These data demonstrate clear concentration-dependent efficacy and support the selection of optimal application rates for future field trials and combination treatments, potentially de-risking the program for partnerships and supporting commercial advancement toward regulatory submissions.
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.
Data demonstrates 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.
Table 3. Inhibitory concentration where 50% of spores were killed (IC50) and 95% confidence interval (C1) for fungal and bacterial plant pathogens challenged with synthetic peptides GV185, GV187, D4E1, and AGMI82a
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| Synthetic peptides | ||||||||||||||||||||||||||||||||
| GV185 | GV187 | AGM182 | D4E1 | |||||||||||||||||||||||||||||
| Pathogen | IC50b | 95% CIe | IC50 | 95% Cl | IC50 | 95% Cl | IC50 | 95% Cl | ||||||||||||||||||||||||
| Rhizopus stolonifer | 8.7 | (2, 15.4) | 7.4 | (3.2, 11.7) | 22.1 | (-14.7, 58.9) | 12.4 | (0.2, 24.5) | ||||||||||||||||||||||||
| Aspergillus flavus AF70 | 3.9 | (2.7, 5.1) | 3.3 | (2.2, 4.4) | 7.9 | (4.3, 11.6) | 11.2 | (0.8, 21.5) | ||||||||||||||||||||||||
| A. flavus Tox 4 | 2.9 | (2.3, 3.6) | 2.4 | (1.9, 3 | ) | 7.1 | (5.1, 9 | ) | 9.8 | (4, 15.6) | ||||||||||||||||||||||
| Fusarium graminearum | 2.1 | (1.7, 2.4) | 2.2 | (1.9, 2.5) | 4.6 | (3.1, 6.2) | 6.2 | (2.3, 10.2) | ||||||||||||||||||||||||
| F. verticillioides | 2.1 | (1.8, 2.4) | 1.2 | (1.1, 1.4) | 2.0 | (1.8, 2.3) | 2.5 | (2, 3) | ||||||||||||||||||||||||
| F. oxysporum f. sp. vasinfectum | 2.2 | (1.8,. 2.6) | 1.5 | (1.4, 1.7) | 1.7 | (1.5, 1.9) | 2.0 | (1.6, 2.4) | ||||||||||||||||||||||||
| Claviceps purpurea | 1.1 | (1, 1.2) | 1.1 | (1, 1.2) | 1.3 | (1.1, 1.4) | 1.6 | (1.3, 1.8) | ||||||||||||||||||||||||
| Thielaviopsis basicola | 1.4 | (1.3, 1.6) | 1.3 | (1.2, 1.3) | 1.3 | (1.1, 1.4) | 1.5 | (1.2, 1.7 | ) | |||||||||||||||||||||||
| Verticillium dahliae | 0.9 | (0.8, 0.9) | 0.8 | (0.7, 0.9 | ) | 0.9 | (0.9, 1) | 0.8 | (0.7, 0.9) | |||||||||||||||||||||||
| Xanthomonas campestris pv. campestris | 0.1 | (0.1, 0.1 | ) | 0.1 | (0.1, 0.1) | 0.2 | (0.2, 0.3) | 0.2 | (0.2, 0.3) | |||||||||||||||||||||||
| Pseudomonas syringae pv. tabaci | 0.1 | (0.1, 0.1) | 0.1 | (0.1, 0.1) | 0.1 | (0.1, 0.2) | 0.2 | (0.2, 0.2) | ||||||||||||||||||||||||
| a | Fungal and bacterial pathogens were exposed to synthetic peptides and plated on medium, and viable spores or colonies were counted. Dose-response curves were estimated using a generalized linear model with logit link and binomial distribution (i.e.. logistic regression). |
| b | IC50 is the predicted peptide dose (μM) where 50% of spores or bacteria were inhibited or killed from dose-response curves for each synthetic peptide and pathogen. |
| c | The 95% confidence intervals are the range of IC50 estimates for each peptide against a pathogen based on α = 0.05. Values within the parentheses are the upper and lower limits Confidence intervals were calculated from logistic model parameter estimates for slope and intercept, their standard error and covariance. Due to logit link, values are not symmetric around the predicted IC50 doses. |
Following initial broad-spectrum screening, The Company conducted concentration-response studies on two key fungal pathogens that cause significant crop losses globally. The Company’s lead peptide candidates GV185 and GV197 demonstrated concentration-dependent growth inhibition against both Botrytis cinerea and Fusarium graminearum, with GV185 showing superior efficacy at lower application rates. These data demonstrate clear concentration-dependent efficacy and support the selection of optimal application rates for future field trials and combination treatments.
Genvor’s technology was developed by two university scientists, Dr. Clayton Yates and Dr. Jesse Jaynes, who share a common mission to develop crop protection technology to defend against deadly crop diseases, which ultimately impact both animals and humans alike.
Dr. Jaynes has, over decades, focused on perfecting techniques for synthesizing and modifying anti-microbial peptides (“AMPs”).1Genvor’s headquarters is located at 1550 W Horizon Ridge Pkwy, Ste R #3040, Henderson, Nevada.
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Genvor’s Operations
Research and Development Overview
The Company’s platform centers on the development of anti-microbial peptides (“AMPs”), which are designed to combat a broad spectrum of debilitating and destructive plant diseases including bacterial, fungal, and viral pathogensthat threaten crop productivity worldwide. These peptides are being developed for two primary agricultural applications: (1) as a non-chemical transgenic seed trait, whereby crops are engineered to express specific AMPs internally; and (2) as a topical or foliar biological spray application (“bio-pesticide”) that can be used in integrated pest and disease management strategies.
Beyond disease resistance, Genvor’s proprietary peptide library also includes peptide candidates designed to support improved nutrient uptake, plant vigor, and stress resilience. These multifunctional peptides are being evaluated for their potential to increase agricultural efficiency and reduce input costs, with promising results across various crop types.
In addition to its agricultural applications, Genvor is expanding its research into nutritionally enhanced peptides (“NEPs”) for use in animal feed. These NEPs have demonstrated the potential to increase protein expression in feed crops such as corn and sweet potato by 5–10x, which could improve feed efficiency and nutrient density in poultry, swine, and aquaculture systems. This development represents a potential cross-sector opportunity to enhance sustainability and economic return in the broader animal protein value chain.
All of Genvor’s peptides are composed of naturally derived amino acid sequences and are developed without the use of toxic chemicals. As a result, adoption of these technologies could contribute to reduced greenhouse gas emissions, improved soil health, and alignment with regenerative agriculture practices. The Company believes these innovations will translate into meaningful economic and environmental benefits for a range of growers, from conventional to organic operations.
The Company is pursuing regulatory pathways and strategic collaborations to advance the development and commercialization of its peptide technologies for both domestic and international markets.
Below is a summary of Genvor’s peptide development process.
1See, e.g., Rajasekaran, K. Jaynes, J.M. and Cary, J.W. (2009) Transgenic Expression of Lytic Peptides in Food and Feed Crops to Control Phytopathogens and pre-harvest Mycotoxin Contamination. In: Mycotoxin Prevention and Control in Agriculture, Chapter 9, pp 119-142. American Chemical Society Symposium Vol. 1031.
2 https://www.fao.org/news/story/en/item/1402920/icode/.
Commercialization of Genvor’s peptide technologies is a key strategic priority, with an initial focus on developing seed trait integrations for major row crops such as corn, soybeans, and cotton. These transgenic applications aim to embed Genvor’s proprietary anti-microbial peptides (AMPs) directly into the plant genome, enabling continuous, internal expression of disease-resistant traits throughout the crop lifecycle. In parallel, the Company is advancing the development of a topical or foliar spray formulation – classified as a biological pesticide –for foliar application across a broad range of crops. This foliar application offers a more immediate regulatory path and near-term market entry opportunity while serving as a complementary tool to trait-based solutions.
Concurrently, Genvor is pursuing research and validation of its nutritionally enhanced peptides (NEPs), which are designed to significantly increase the protein content and feed efficiency of common animal feedstocks such as corn and sweet potato. These peptides are intended to support performance improvements across poultry, swine, and aquaculture production systems, potentially reducing feed conversion ratios and contributing to more sustainable and profitable animal protein production.
The Company’s peptide platform is protected by a robust intellectual property (IP) portfolio. Genvor currently holds 5 issued U.S. patents, 2 pending U.S. patent applications, and 4 additional applications in preparation. The Company has also filed 3 international patent applications in Canada, Mexico, and China to protect its technology in key agricultural markets. The Company’s U.S. patents have expiration dates ranging from 2031 to 2038. These peptides represent a diversified pipeline of bioactive compounds under evaluation for applications across plant health, nutrient optimization, pest control, and animal feed enhancement.
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Market Opportunities
Addressing a $220 Billion Global Economic and Health Risk with Proven Solutions
Food production must double by 2050 to meet the food demand of the global population’s expected growth to 9.6 billion people. Annual crop losses due to plant pathogens and viruses are now estimated to exceed $220 billion globally.3 Alarming to the United States Food and Drug Administration (“FDA”) is the fungi “Aspergillus Flavus,” which produces Aflatoxins, a toxic carcinogenic compound known to cause liver cancer in humans and animals. Humans infected with Aspergillus Flavus often have reduced or compromised immune systems. Contamination of corn with acutely toxic and carcinogenic aflatoxin is a major human and livestock health risk, estimated to cost the U.S. corn industry between $52 million and $1.7 billion annually.4
The below image shows an infected crop leaf, a common sight for farmers facing these types of crop contamination issues:
Aflatoxin contamination causes market rejection of infected crops, as well as animal and human health impacts. The USDA has imposed strict guidelines for crop inspection and discovery of diseased crops caused by Aflatoxins. Both planted fields and harvested crops found to be contaminated exceeding permitted testing levels must be destroyed, at a loss to the farmer, who is often exposed to catastrophic economic losses as a result. The guidelines in the European Union are stricter than in the United States, creating a critical market need for sustainable and effective plant health solutions to combat such plant disease.5
Industry observers have noted that seed trait expression of AMPs is a promising approach to providing resistance to aflatoxin infection in corn.6 Testing of Genvor’s AMPs by the US Department of Agriculture over a period of six years, the results of which were published in May 2018 and March 2023, showed promising results in defense against aflatoxins, as seeds infused with Genvor AMPs showed a 70% reduction in aflatoxin contamination, making them promising candidates for genetic engineering the next-generation of disease-resistant crops.7
Application of Peptides in Plant Protection
Plant pathogens attack crops and lead to serious adverse impacts on their growth. Traditional chemical fungicides are effective in preventing diseases caused by plant pathogens; however, their long-term continuous use has led to plant pathogens developing resistance to those fungicides, and their residues present a risk of harm to humans and the environment. Industry observers believe that more sustainable methods to control plant diseases are urgently needed.8 Naturally occurring AMPs mediate the innate host defense and can be used as immune inducers. Given their high specificity, rapid degradation, and efficacy, AMPs are expected to be a promising first line of defense against fungi, viruses, and bacteria. Some industry observers believe that peptides will likely become mainstream tools for plant protection in the future.9
3 Id.
4 Broad-Spectrum Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.
5 Id.
6 Science Direct - Advanced Agrochem: Volume 2, Issue 1, March 2023, Pages 58-78, Peptides, new tools for plant protection in eco-agriculture. Yi-Meng Zhang, De-Xing Ye, Yan Liu, Xin-Yuan Zhang, Yuan-Lin Zhou, Li Zhang, Xin-Ling Yang.
7 Broad-Spectrum Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.
8 Donley N. The USA lags behind other agricultural nations in banning harmful pesticides. Environ Health Glob Access Sci Source. 2019;18(1):44.
9 Science Direct - Advanced Agrochem: Volume 2, Issue 1, March 2023, Pages 58-78, Peptides, new tools for plant protection in eco-agriculture. Yi-Meng Zhang, De-Xing Ye, Yan Liu, Xin-Yuan Zhang, Yuan-Lin Zhou, Li Zhang, Xin-Ling Yang.
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The following is an illustration that shows the mode of action of Genvor’s peptides against a disease cell:
Lytic (Cell Bursting) Activity
Microscopic images of germinated Fusarium graminearum were exposed to 6 µM of GV187 for 2 hours. Instances of cellular features are demarked as follows: as b. large sunken regions and c. leakage of cytosol.
Genvor’s AMP Technology has Created Significant Economic Opportunities in a Broad Spectrum of Plant Types
The Aflatoxin problem has created significant opportunities for companies developing the technology needed to defend against Aflatoxins. AMPs, such as those developed by Genvor, are a safer alternative to fungicides. Pesticides or fungicides with a chemical composition are known to degrade the environment, are inefficient to apply, persist in crops and livestock, and are less effective as plant pathogen resistance increases. AMPs kill microorganisms directly, resistance to them is rare and should remain so given their mode of action, and AMPs can be manufactured via a non-GMO process.
Genvor’s peptides have proven effective on corn and show broad spectrum effectiveness for other crop types11 for most known bacteria and fungi within a single product solution. This broad-spectrum efficacy should be more efficient for farmers compared to the toxic fungicide alternatives, which are currently used to combat a single fungi or bacteria type. Genvor’s technology can be delivered into plants by both bioengineered seed traits, as well as through bio-fungicide (topical spray) application.11 There is no evidence of pathogens developing resistance to Genvor’s designed AMPs. At this point in time, AMPs show a likelihood of killing pathogens in berries, corn, cannabis, wheat, cotton, citrus, and peanuts.
Genvor utilizes a proprietary peptide design and development methodology originally conceived by its founder, Dr. Jesse Jaynes. This method is rooted in a phenotype-driven model first developed in the mid-1980s, which enables the expedited identification, optimization, and functional testing of bioactive peptides. The approach is designed to accelerate the discovery process while improving peptide efficacy through targeted structure-activity modeling.
This methodology has been refined over several decades and has demonstrated utility across multiple domains, including agricultural crop protection, animal health, and human health research. Genvor continues to apply and evolve this model to support the rapid development of novel peptides with applications in plant disease resistance, nutrient enhancement, pest management, and feed efficiency improvement. The Company believes this foundational platform provides a strategic advantage in both speed to market and the functional performance of its proprietary peptide candidates.
10 Broad-Spectrum Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.
11 Id.
What are Peptides Exactly?
Peptides are broadly utilized in medicine, cosmetics, healthcare products, animal nutrition and health, and plant nutrition and protection. In recent years, they’ve become active research subjects to protect plants from bacteria, viruses, pests, and weeds, as antimicrobial and immune inducers, plant growth regulators, insecticides, and herbicides. This is due to their extensive raw material sources, excellent activity, and ideal environmental compatibility.
Peptides are short-chain biomolecules of between 2 and 50 amino acids, linked by peptide bonds. Based on their sources, peptides can be categorized as natural or artificially synthesized. Most natural peptides are from animals, plants, and microorganisms. Both natural and synthetic peptides can be produced through chemical synthesis, biological fermentation, gene recombination and other methods. Peptides are ubiquitous in living organisms and modulate many physiological processes, making them a common research subject in medicine, cosmetics, and agriculture.12
How do Peptides Work Against Diseases?
Through seed traits, plant seeds are genetically coded to produce AMPs. Upon encountering a disease microbe, AMPs penetrate the cell wall of the target disease microbe, causing the contents of the disease microbe to spill out, destroying the disease cell. The same effect is foreseen in the utilization of the topical spray.
Delivery by Transgenic Seed Traits
In North America, the seed trait market is currently estimated to exceed $ billion. The adoption of crop seeds with enhanced traits has been staggering with over % of U.S. corn, cotton and soybeans being produced using seeds with enhanced traits.13
The following image shows corn with Genvor’s seed traits, which is currently growing in a USDA facility for study:
12 Science Direct - Advanced Agrochem: Volume 2, Issue 1, March 2023, Pages 58-78, Peptides, new tools for plant protection in eco-agriculture. Yi-Meng Zhang, De-Xing Ye, Yan Liu, Xin-Yuan Zhang, Yuan-Lin Zhou, Li Zhang, Xin-Ling Yang.
13 https://www.fortunebusinessinsights.com/industry-reports/genetically-modified-seeds-market-100389.
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Delivery by Topical Spray (Bio-fungicide)
The rising global demand for organic foods, the trend in the reduction of chemical residues, stricter import and supermarket standards, shorter pre-harvest intervals, a push for sustainability, growing food scarcity, the phase out of synthetic agricultural chemicals, along with the market’s demand for additional modes of action to manage resistance, has resulted in biologicals being one of the fastest-growing sectors in the crop protection market, increasing at twice the compound annual growth rate of the crop protection market as a whole.14 The global agricultural biologicals market was approximately $9.5 billion in 2019 and is expected to grow to approximately $19.7 billion by 2026.15 Unlike synthetic chemicals, bio-fungicides are derived from configurations of amino acids and proteins occurring in nature; therefore they do not contaminate soil, water, turf, beneficial insects, birds, fish, and non-targeted plants.16
USDA Partnership – Benefits of a CRADA
Genvor’s AMPs gained the attention of the USDA in its pursuit of solutions for plant disease in corn, the U.S.’s largest crop. Based on over 30 years of research by Genvor founder Dr. Jesse Jaynes, Genvor was awarded a Cooperative Research and Development Agreement (“CRADA”) in 2018 to develop and commercialize disease resistance and nutritional enhancement in corn seed based upon Genvor’s proven technology. A CRADA expands expertise and speeds development of many technologies that are now used by farmers or found in the grocery store through access to USDA resources such as advanced laboratories, increasing the chances that research outcomes are adopted commercially to maximize impact, driving a significantly lower overhead rate than a university’s research program, and creating a multi-disciplinary research team to increase technical breadth and depth of the lab. In addition, a CRADA provides access to the USDA regulatory team for registrations and processes.
Genvor’s Peptides are proven effective in corn seed traits.
As a result of the USDA and Genvor partnership through the CRADA, the effectiveness of Genvor’s solutions in protecting against Aflatoxins in corn seed has been established, with the probability that this technology can effectively be applied to other crop types.17 Genvor is expecting an extension of the CRADA to continue the studies of Genvor’s 4th generation of its peptides (GNV-185 and GNV-187) towards commercialization. The Company now has the technology to move its superior AMPs from the research lab and greenhouse to the field, with the goal of commercially producing Genvor’s AMPs at a desirable price point for cost-effective and broad-based agricultural use.
What is a USDA CRADA Worth to Genvor?
In the United States, it often takes eight years and $136 million to develop and bring a new seed trait through regulatory to the marketplace.18 The value of a CRADA, utilizing the USDA’s existing labs, know-how, research, fields, greenhouses, and oversight to develop a Seed Trait for corn is significant as it allows Genvor to bring seed traits to market with substantially less capital investment. For its CRADA in corn, Genvor’s contribution was under $700,000, primarily for a dedicated scientist to work onsite at the USDA facility over the years. Genvor is expecting to continue R&D of its anti-microbial and nutritional enhancement peptides (“NEPs”) for poultry and swine feed through additional CRADAs with the USDA. In addition, Genvor is planning to apply for a CRADA for Aflatoxins in peanuts. The USDA partnership is based upon the confidence and proof of concept found in Genvor’s solutions.
Business Strategy: Licensing First and Leveraging R&D with Third Parties
Genvor’s business model is to remain capital-light, focused on leveraging its third-party research and development through its initial CRADA with the USDA, and any subsequent CRADAs that may be granted, while also adopting a licensing approach to reduce “cash burn” or the need for significant manufacturing and marketing overhead. Genvor is highly scalable and capital efficient with minimal overhead relative to peers, allowing the Company to focus on core research and development competency. Genvor does not expect revenue until the end of 2025, through the licensing and distribution of either or both the topical spray and seed trait, utilizing licensing and royalty opportunities.
14 https://www.researchandmarkets.com/reports/5317983/agricultural-biologicals-market-forecasts-from.
15 Id.
16 Id.
17 Broad-Spectrum Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.
18 https://geneticliteracyproject.org/gmo-faq/what-does-it-take-to-bring-a-new-gm-product-to-market/.
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Financing Needs and Infrastructure Planning
Genvor is actively evaluating various financing options to support its near- and mid-term operational and strategic objectives. The Company anticipates that additional capital will be required to fund general corporate overhead, research and development (R&D) activities, peptide production for testing and validation, contributions under its Cooperative Research and Development Agreement (CRADA) with the United States Department of Agriculture (USDA), and associated regulatory and commercialization efforts.
While Genvor has primarily leveraged external research infrastructure through collaborations and government partnerships to date, the Company is assessing the potential establishment of a dedicated laboratory facility in or near Sacramento, California, to support internal R&D and pilot-scale development. Additional lab sites, greenhouses, or field trial locations may be established in the future, either independently or in collaboration with commercial agricultural input partners, as the Company scales its development and testing efforts.
At present, there are no definitive plans to construct or acquire independent laboratory or greenhouse infrastructure. Genvor continues to rely on existing resources available through its strategic partnerships, including access to scientific, regulatory, and field-testing capabilities through the USDA CRADA and affiliated research partners. However, the Company may pursue additional financing in the future if internal infrastructure development or self-funded research programs are deemed beneficial to accelerate commercialization or expand the scope of its technology platform.
Competition
Peptide-Based Crop Protection: Competitive Landscape
1. Vestaron Corporation (www.vestaron.com)
Vestaron is a U.S.-based biopesticide innovator offering peptide-derived insecticides such as Spear® T and Spear® RC, designed to target Lepidoptera, thrips, mites, and other pests on crops like cotton, soy, rice, and specialty horticulture. These products are EPA-registered in the U.S. and approved in Europe, with favorable environmental profiles—short re-entry intervals and zero pre-harvest interval—and scalable in partnership with ADM (micro-pep.com).
2. BASF SE (www.basf.com)
BASF incorporates peptide-enhanced crop protection products into its global portfolio, including Inscalis® for rice blight and peptide-chemical hybrid solutions. The company’s peptide R&D is bolstered by technologies acquired from ZedX and utilizes advanced computational discovery methods.
3. Syngenta Crop Protection (www.syngenta.com)
Syngenta is advancing peptides in its research pipeline, focused on fungal disease control and enhanced through its acquisition of Valagro. The company routinely uses virtual screening and other digital tools to identify peptide-based actives aligned with its integrated pest and disease management strategies.
4. Micropep Technologies (www.micro-pep.com)
France-headquartered Micropep is pioneering micropeptide solutions via its Krisalix™ AI-powered platform, which enables rapid discovery of bioactive micropeptides. The company recently completed a €8.5 million Series A financing round and a $29 million Series B round—bringing total funding to over $51 million—to support field trials and regulatory development, including EPA classification for its first biofungicide candidate MPD-01 (micro-pep.com).
5. Hello Nature (formerly Italpollina) (www.hello-nature.com)
Hello Nature is a global provider of plant-stimulating peptides (PSP) used as biostimulants—specifically in its Hi-Q, Cerbero Green, and Plant Stimulating Peptides lines—for broad applications in integrated and organic agriculture, including root development, stress resilience, nutrient uptake, and yield enhancement (hello-nature.com).
Summary Table
| Company | Website | Peptide Product(s) / Platform | Highlights |
| Vestaron | vestaron.com | Spear® T, Spear® RC | EPA-registered, ADM scale, targeted insect control |
| BASF SE | basf.com | Inscalis®, peptide-chemical hybrids | Global reach, peptide discovery via ZedX |
| Syngenta | syngenta.com | Fungus-targeted peptide discovery pipeline | Digital screening, Valagro acquisition |
| Micropep | micro-pep.com | Krisalix™, MPD-01 biofungicide | $51M+ funding, EPA classification underway |
| Hello Nature | hello-nature.com | Hi-Q, Cerbero Green, PSP biostimulants | Biostimulants for root, stress, nutrient traits |
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Sym Agro - https://sym-agro.com/ serves horticultural and agricultural specialty markets with an assortment of fertilizers, fungicides, biologics, and pesticides. ProBlad® Verde fungicide is available in the US for use on a variety of crops, including stone fruit, cane berries, strawberries, pome fruits, grapes, almonds, leafy greens, herbs, and tomatoes.
Innatrix – Products under development in their pipeline: InnaLB™ (Potato Late Blight) - Peptide product to stop late blight infection, by interfering with critical late blight effectors, InnaNema™ (Soybean Cyst Nematode) Seed treatment product to stop nematode infection and reproduction process on soybean roots, by RNAi technology, and nnaHLB™ (Citrus Greening) Peptide product to stop citrus greening infection by interfering with critical citrus greening effector.
Reports to Security Holders
We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission (the “SEC”) voluntarily to disclose material information regarding the Company to the public. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.
The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.
Government Regulations
We believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States. There are no current orders or directions relating to our company with respect to the foregoing laws and regulations.
19 See, e.g., Rajasekaran, K. Jaynes, J.M. and Cary, J.W. (2009) Transgenic Expression of Lytic Peptides in Food and Feed Crops to Control Phytopathogens and pre-harvest Mycotoxin Contamination. In: Mycotoxin Prevention and Control in Agriculture, Chapter 9, pp 119-142. American Chemical Society Symposium Vol. 1031.
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Environmental Regulations
While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.
Employees
As of September 30, 2025, we had two full-time employees and two scientific employee advisors. Additionally, the Company has a fractional chief marketing officer who also assists with corporate communications and utilizes a contracted controller.
Property
Genvor, Inc. operates a research and development laboratory located in Woodland, California. The facility is part of the life-science innovation space operated in partnership with AgStart and is made available to the Company through a lease arrangement awarded under a Bayer-supported program. The current lease term extends through July 2026.
The Woodland laboratory consists of a fully equipped wet-lab environment suitable for early-stage biological research. The space includes standard benchtop laboratory infrastructure and provides access to shared advanced instrumentation typical for molecular, biochemical, and microbiological assay development. These capabilities support the Company’s work in validating and characterizing sequenced peptides intended for use in crop protection applications. Available equipment and shared resources include, but are not limited to, analytical instrumentation, incubation and culture facilities, microscopy, purification systems, and other tools required for routine assay execution and screening workflows.
The laboratory is staffed by one full-time Ph.D.-level scientist who oversees the Company’s research operations, assay development, and experimental validation activities conducted at the site.
The Company does not own any real property. Other than the Woodland, California laboratory, the Company’s headquarters is a virtual facility with an address in Henderson, Nevada allowing the Company to operate with minimal overhead to support its current staff. The Company believes its existing facilities are adequate for its current operational needs.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity
Current protections include:
- Identity Threat Detection & Response: Active monitoring for account takeover attempts and identity-based threats.
- Endpoint Detection & Response: Continuous monitoring, detection, and response to potential endpoint threats.
- Two-Factor Authentication: Enforced across Office 365 accounts, which comprise the majority of the Company’s infrastructure.
- Managed Device Security: Company devices are centrally managed for patching, antivirus, monitoring, and security enforcement.
- Vulnerability Scanning & Remediation: Regular scanning of systems to identify potential weaknesses, with remediation measures applied to reduce risk.
- Engagement
of a
- Standard Security Practices: Baseline controls such as password policies and antivirus software provide foundational protection.
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Planned enhancements include:
- Developing a Comprehensive Cybersecurity Framework: Establishing a formal risk assessment process to better identify and manage vulnerabilities.
- Expanding Cybersecurity Governance: Reviewing and formalizing Board-level oversight and considering additional training or expertise at the management level.
Governance
- Board
Oversight:
- Management’s
Role:
- Expertise:
Material Effect from Cybersecurity Threats
Item 2. Properties
Genvor, Inc. operates a research and development laboratory located in Woodland, California. The facility is part of the life-science innovation space operated in partnership with AgStart and is made available to the Company through a lease arrangement awarded under a Bayer-supported program. The current lease term extends through July 2026.
The Woodland laboratory consists of a fully equipped wet-lab environment suitable for early-stage biological research. The space includes standard benchtop laboratory infrastructure and provides access to shared advanced instrumentation typical for molecular, biochemical, and microbiological assay development. These capabilities support the Company’s work in validating and characterizing sequenced peptides intended for use in crop protection applications. Available equipment and shared resources include, but are not limited to, analytical instrumentation, incubation and culture facilities, microscopy, purification systems, and other tools required for routine assay execution and screening workflows.
The laboratory is staffed by one full-time Ph.D.-level scientist who oversees the Company’s research operations, assay development, and experimental validation activities conducted at the site.
The Company does not own any real property. Other than the Woodland, California laboratory, the Company’s headquarters is a virtual facility with an address in Henderson, Nevada enabling the Company to operate with minimal overhead to support its current staff. The Company believes its existing facilities are adequate for its current operational needs.
Item 3. Legal Proceedings
Except as set forth below, as of the date of this Annual Report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Except as set forth below, management is not aware of any other material pending legal proceedings against us or to which our property is subject.
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. The Company and Mr. Kimbrough have settled the claims in dispute, which required Mr. Kimbrough to return a portion of his shares of common stock to the Company totaling 331,250. On October 22, 2025, these shares were returned to the Company and were cancelled.
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 sought 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 29, 2025, the court entered judgment in the Company’s favor, with the Company awarded reasonable and necessary attorney fees, and Mr. Saied was ordered to return the contested shares back to the Company.
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Item 4. Mine Safety Disclosures
Not applicable to our Company.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
There is no “established trading market” for shares of the Company’s common stock. Our stock was first quoted on the OTC Link ATS beginning in the fourth fiscal quarter for the year ended September 30, 2023, but did not commence trading until approximately December 1, 2023. Subsequently, the Company became delinquent in its SEC filing obligations, and under Rule 15c2-11, the Company’s common stock was no longer eligible for proprietary broker-dealer quotations and was no longer quoted on the OTC Link ATS. In September 2025, the Company again became current in its SEC reporting obligations, and the Company’s common stock is now again quoted on the OTC Link ATS (alternative trading system) operated by OTC Markets Group Inc. under the symbol “GNVR.” No assurance can be given that any “established trading market” for the Company’s common stock will develop or be maintained.
The range of high and low closing bid quotations for the Company’s common stock during each quarter of the fiscal years ended September 30, 2025, and 2024, has not been included in this Item as the Company’s historical quotation data for the Company’s common stock is no longer available on otcmarkets.com.
The future sale of the Company’s presently outstanding “unregistered” and “restricted” common stock by present members of management and persons who own more than five percent of the Company’s outstanding voting securities may have an adverse effect on any “established trading market” that may develop in the shares of the Company’s common stock.
Holders
As of December 8, 2025, the Company had approximately 201 shareholders of record of common stock, including shares held in “street name” by banks, brokerage clearing houses, depositories or otherwise in unregistered form.
Transfer Agent
The Company’s transfer agent is Securities Transfer Corporation, Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, Texas, 75093, Telephone: (469) 633-0088.
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Dividend Distributions
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Securities authorized for issuance under equity compensation plans.
The Company does not have a stock option plan.
Penny Stock
Our common stock is considered “penny stock” under the rules of the Securities and Exchange Commission under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:
| ● | contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; | |
| ● | contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; | |
| ● | contains a toll-free telephone number for inquiries on disciplinary actions; | |
| ● | defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and | |
| ● | contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
| ● | bid and offer quotations for the penny stock; | |
| ● | the compensation of the broker-dealer and its salesperson in the transaction; | |
| ● | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and | |
| ● | monthly account statements showing the market value of each penny stock held in the customer’s account. |
In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
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Related Stockholder Matters
Unregistered Sales of Equity Securities During the Fourth Fiscal Quarter
On July 8, 2025, the Company sold 160,000 shares of its common stock at a price of $0.25 per share to a third-party investor and received proceeds of $40,000.
On August 4, 2025, the Company sold 40,000 shares of its common stock at a price of $0.25 per share to a third-party investor and received proceeds of $10,000.
On August 14, 2025, the Company sold 80,000 shares of its common stock at a price of $0.25 per share to a third-party investor and received proceeds of $20,000.
On August 14, 2025, the Company issued 51,155 shares of common stock to a third-party service provider for the settlement of a $15,347 outstanding accounts payable.
On September 12, 2025, the Company sold 100,000 shares of its common stock at a price of $0.25 per share to a third-party investor and received proceeds of $25,000.
On September 30, 2025, the Company issued 250,000 shares of its common stock to Chad Pawlak, the Company’s CEO, for services rendered during the three-month period ended September 30, 2025.
On September 30, 2025, the Company issued 20,000 shares of its common stock to Brianna Fochs, Senior Scientist, pursuant to the execution of an employment agreement.
The offers, sales, and issuances 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 transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.
Purchase of Equity Securities
None.
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Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations for the years ended September 30, 2025 and 2024 should be read in conjunction with our consolidated financial statements and related notes to those consolidated financial statements that are included elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-looking Statements
All statements other than statements of historical fact included in this Annual Report Form 10-K including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report on Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of a number of factors, including those set forth under the risk factors and business sections in this Annual Report on Form 10-K.
Overview
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 (“Merger Subsidiary”), merged (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 Acquisition, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition.
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. a pioneer in AI-accelerated peptide technology for sustainable agriculture.
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.
The Company, through its wholly owned subsidiary Genvor Inc., is pioneering the development and commercialization of AI-accelerated peptide technology to address critical challenges in global agriculture. Genvor’s proprietary BioCypher Algorithm and extensive library of patented peptides represent a transformative approach to sustainable crop protection and performance enhancement, targeting the estimated $220 billion in annual global crop losses attributed to plant diseases, pests, and environmental stressors.
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.
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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.
Going Concern
These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company requires capital for its contemplated operational and marketing activities to take place. As reflected in the accompanying consolidated financial statements, the Company had working capital deficit of approximately $1,312,000 at September 30, 2025, and had incurred recurring net losses and generated negative cash flows from operating activities of approximately $5,589,000 and $557,000 and $2,885,000 and $976,000 for the years ended September 30, 2025, and September 30, 2024, respectively.
The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.
The accompanying 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 we be unable to continue as a going concern.
Critical Accounting Policies
Use of Estimates
The preparation of the 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 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 years ended September 30, 2025, and 2024 include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.
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Income Taxes
Income taxes are accounted for pursuant to 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 changed to equity. Deferred tax assets and liabilities are offset when they 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 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 consolidated financial statements accompanying this report.
22
RESULTS OF OPERATIONS
Comparison of Results of Operations for the Years Ended September 30, 2025 and 2024
Revenues
We did not earn any revenues during the years ended September 30, 2025 and 2024.
Operating Expenses
For the years ended September 30, 2025, and 2024, operating expenses consisted of the following:
| Years Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Research and development expenses | $ | 455,901 | $ | 240,263 | ||||
| Advertising and marketing expenses | 4,458 | 84,183 | ||||||
| Professional fees | 320,434 | 1,071,509 | ||||||
| Compensation and related benefits | 5,497,998 | 1,317,286 | ||||||
| Other general and administrative | 131,060 | 69,806 | ||||||
| $ | 6,409,851 | $ | 2,783,047 | |||||
| ● | For the year ended September 30, 2025, research and development expenses increased by $215,638, or 89.8%, as compared to the year ended September 30, 2024. The increase was primarily due to an increase in our research and development projects and an increase in monthly fees paid to our two scientific advisor employees. We expect that our research and development expenses will continue to increase as we work towards commercializing our products. |
| ● | For the year ended September 30, 2025, advertising and marketing expenses decreased by $79,725, or 94.7%, as compared to the year ended September 30, 2024. The decrease was primarily due to decreased advertising activities in the year ended September 30, 2025 due to lack of capital. We expect that our advertising and marketing expenses will likely remain at its current level with minimal increase in the near future. |
| ● |
Professional fees primarily consisted of accounting, audit, legal, consulting, investor relations, and other professional fees. For the year ended September 30, 2025, professional fees decreased by $751,075 or 70.1% as compared to the year ended September 30, 2024, which was primarily attributable to a decrease in investor relations service chargers of approximately $111,000, a decrease in recruiter service fees of $90,000, a decrease of $231,000 in stock based compensation related to warrants issued for services, and a decrease in other professional fees, such as audit, legal and consulting, of approximately $319,000.
|
| ● | For the year ended September 30, 2025, compensation and related benefits increased by $4,180,712, or 317.4%, as compared to the year ended September 30, 2025. The significant increase was primarily attributable to an increase in stock-based compensation with our CEO for services provided to the Company and an increase in his salary and guaranteed bonus effective January 1, 2025 resulting in approximately $13,000 of additional compensation each month and a $90,000 one-time bonus provided by the board in January 2025 for services rendered. |
| ● | Other general and administrative expenses mainly consisted of OTC listing fee, office supplies, travel and entertainment expenses, insurance and other miscellaneous items. For the year ended September 30, 2025, other general and administrative expenses increased by $61,254, or 87.7%, as compared to the year ended September 30, 2024. The increase was mainly due to an increase in insurance related expenses and a loss on disposal of property and equipment. |
Loss from Operations
As a result of the foregoing, for the year ended September 30, 2025, loss from operations amounted to $6,409,851, as compared to $2,783,047 for the year ended September 30, 2024, representing an increase of $3,626,804, or 130.3%.
Other Expense (Other Income)
Other expense mainly includes interest expense, default penalties – late fees on a note payable, and other miscellaneous expense.
Other income, net, totaled $820,810 for the year ended September 30, 2025, as compared to other expense, net of $101,911 for the year ended September 30, 2024, an increase in other income, net of $922,721, or 905.4%, which was primarily attributable to a decrease in interest expense of approximately $42,000, mainly driven by the decrease in outstanding notes payable, a decrease in penalties and a gain of $875,000 on the settlement of accounts payable and notes payable with shares of our common stock and the derecognition of a $680,000 note payable in which the statute of limitations had lapsed. The Company obtained a legal opinion documenting the law in the state in which the debt originated. Based on such state law, the Company has been judicially released from this obligation as the statute of limitations has lapsed on any breach of contract claims.
23
Income Taxes
We did not have any income taxes expense for the years ended September 30, 2025 and 2024 since we incurred losses in these periods.
Net Loss
As a result of the factors described above, our net loss was $5,589,041, or $0.22 per share (basic and diluted), for the year ended September 30, 2025, as compared to $2,884,958, or $0.15 per share (basic and diluted), for the year ended September 30, 2024, an increase of $2,704,083, or 93.7%.
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 September 30, 2025, and 2024, we had a cash balance of $37,231 and $373, respectively.
The following table sets forth a summary of changes in our working capital deficit from September 30, 2025 to September 30, 2024:
| September 30, | September 30, | Changes in | ||||||||||||||
| 2025 | 2024 | Amount | Percentage | |||||||||||||
| Working capital deficit: | ||||||||||||||||
| Total current assets | $ | 45,822 | $ | 21,678 | $ | 24,144 | 111.4 | % | ||||||||
| Total current liabilities | 1,358,204 | 1,749,710 | (391,506 | ) | (22.4 | )% | ||||||||||
| Working capital deficit | $ | (1,312,382 | ) | $ | (1,728,032 | ) | $ | (415,650 | ) | (24.05 | )% | |||||
Our working capital deficit decreased by $415,650 to $1,312,382 at September 30, 2025 from $1,728,032 at September 30, 2024. The decrease in working capital deficit was primarily attributable to an increase in current assets of approximately $24,000, a decrease in notes payable from the settlement of one note with a principal amount of $217,000 with shares of common stock, the derecognition of a $680,000 note due to the statute of limitations lapsing and the Company being legally released, offset by an increase of approximately $505,000 in accounts payable and accrued expenses, in convertible notes payable, accrued interest, accrued compensation and related expenses and advances from related parties.
24
Cash Flows for the Year Ended September 30, 2025, Compared to the Year Ended September 30, 2024
The following table summarizes the key components of our cash flows for the years ended September 30, 2025, and 2024:
| Years Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (555,717 | ) | $ | (975,641 | ) | ||
| Net cash provided by financing activities | 592,575 | 931,660 | ||||||
| Net decrease in cash | $ | 36,858 | $ | (43,981 | ) | |||
Net cash flows used in operating activities for the year ended September 30, 2025 was $555,717, which primarily reflected our consolidated net loss of $5,589,041, offset by changes in operating assets and liabilities of approximately $960,000 primarily consisting of an increase in accrued compensation and related expenses and accrued interest and non-cash changes of approximately $4,073,000, primarily due to stock-based compensation of $4,930,000, offset with gain on extinguishment of notes payable of $867,000.
Net cash flow used in operating activities for the year ended September 30, 2024 was $975,641, which primarily reflected our consolidated net loss of approximately $2,885,000, and the changes in operating assets and liabilities, primarily consisting of a decrease in accrued liabilities and other payables of approximately $236,000 due to the payments made to our related parties in the year ended September 30, 2024, offset by an increase in accrued professional fees of approximately $245,000 resulting from the increase in professional services providers in the year ended September 30, 2024, an increase in accrued research and development fees of approximately $195,000 driven by the increased research projects in the year ended September 30, 2024, and an increase in accrued payroll liability and compensation of approximately $238,000 which was primarily attributable to we hired a full time CEO in January 2024 and his salary was accrued and unpaid commencing May 1, 2024, and the non-cash item adjustments, primarily consisting of late fee capitalized into notes payable of $90,000, and stock-based compensation and service expense of approximately $1,363,000 which was mainly attributable to the value of warrants granted and vested in the year ended September 30, 2024 of approximately $1,007,000 and the value of our common stock granted in the year ended September 30, 2024 of approximately $356,000.
Net cash flow provided by financing activities was $592,575 for the year ended September 30, 2025, as compared to $931,660 for the year ended September 30, 2024. During the year ended September 30, 2025, we received proceeds from sale of common stock and warrant exercises of $525,500 and advances from related parties of $67,075, net of repayment. During the year ended September 30, 2024, we received proceeds from notes payable of $20,000 and proceeds from sale of common stock of approximately $912,000.
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.
Inflation
The effect of inflation on our operating results was not significant for the years ended September 30, 2025, and 2024.
Item 7A. 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.
25
Item 8. Financial Statements and Supplementary Data
GENVOR INCORPORATED
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024 and 2023
CONTENTS
| Report
of Independent Registered Public Accounting Firm (PCAOB No. |
F-2 |
| Consolidated Financial Statements: | |
| Consolidated Balance Sheets - As of September 30, 2024 and 2023 | F-3 |
| Consolidated Statements of Operations - For the Years Ended September 30, 2024 and 2023 | F-4 |
| Consolidated Statements of Changes in Stockholders’ Deficit - For the Years Ended September 30, 2024 and 2023 | F-5 |
| Consolidated Statements of Cash Flows –For the Years Ended September 30, 2024 and 2023 | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Genvor Incorporated and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Genvor Incorporated and Subsidiaries (the “Company”) as of September 30, 2025, and 2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years ended September 30, 2025, and 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025, and 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency and has not yet generated any revenues. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the Company’s auditor since 2024.
December 10, 2025
F-2
GENVOR INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| 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 notes payable | $ | $ | ||||||
| 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 7) | ||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Preferred stock, $ par value; shares authorized; Series A Preferred Stock, shares authorized; shares issued and outstanding at September 30, 2025 and 2024 | ||||||||
| Series B Preferred Stock, shares authorized; shares issued and shares outstanding at September 30, 2025 and 2024 | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at September 30, 2025 and 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Less: series B preferred stock held in treasury, at cost; shares at September 30, 2025 and 2024 | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
F-3
GENVOR INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| 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 EXPENSE | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Net gain on settlement of accounts payable | ||||||||
| Gain on extinguishment of notes payable | ||||||||
| Penalties | ( | ) | ||||||
| Other expense | ( | ) | ||||||
| Total Other Expense | ( | ) | ||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| INCOME TAXES | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER COMMON SHARE: | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||
| Basic and diluted | ||||||||
See accompanying notes to the consolidated financial statements.
F-4
GENVOR INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the Years Ended September 30, 2024, and 2025
| Series A | Series B | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Series B Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
| Number | Number | Number | Additional | Number | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| of | of | of | Paid-in | of | Accumulated | Stockholders’ | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Deficit | ||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock erroneously omitted from prior year | — | — | ( | ) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants for services | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants for conversion of note payable | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of note payable | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of debt for common stock subscribed | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of common stock | — | — | ( | ) | ( | ) | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock warrants | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Allocated value of warrants related to issuance of convertible debt | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the year | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
F-5
| Balance, September 30, 2024 | $ | $ | $ | $ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of accrued compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for cash | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| 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, September 30, 2025 | $ | $ | $ | $ | ( | ) | ( | ) | ( | ) | $ | ( | ) |
See accompanying notes to the consolidated financial statements.
F-6
GENVOR INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Late fee related to notes payable | ||||||||
| Gain on settlement of accounts payable with common stock | ( |
( |
) | |||||
| Amortization of debt discount | ||||||||
| Stock-based compensation and service expense | ||||||||
| Non-cash other expense | ||||||||
| Gain on extinguishment of notes payable | ( |
) | ||||||
| Loss on disposal of property and equipment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expense | ||||||||
| Accrued interest | ||||||||
| Accrued professional fees | ||||||||
| Accrued research and development fees | ||||||||
| Accounts payable and accrued expenses | ( |
) | ||||||
| Accrued compensation and related expenses | ||||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( |
) | ( |
) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of convertible debt and warrants | ||||||||
| Advances from related parties | ||||||||
| Repayments to related parties | ( |
) | ||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from common stock warrant exercises | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET INCREASE ( DECREASE) IN CASH | ( |
) | ||||||
| CASH - beginning of year | ||||||||
| CASH - end of year | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH OPERATING AND FINANCING ACTIVITIES: | ||||||||
| Note payable settled with common stock | $ | $ | ||||||
| Conversion of debt for common stock subscribed | $ | $ | ||||||
| Conversion of liabilities into common stock | $ | $ | ||||||
| Conversion of notes payable into warrants | $ | $ | ||||||
| Allocated value of warrants related to convertible debt | $ | $ | ||||||
| Accrued compensation settled with common stock | $ | $ | ||||||
| Accrued compensation converted to common stock | $ | $ | ||||||
| Accounts payable settled with common stock | $ | $ | ||||||
| Common stock issued from prior year settlements | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
F-7
GENVOR INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 focuses on the continued research and development of plant-based defense technologies designed to address major threats to global crop production, including plant diseases, toxins, bacteria, and fungi. These innovations aim to support farmers and growers worldwide by reducing crop loss, improving yields, and enhancing economic outcomes, ultimately contributing to solutions for global food security.
The Company is advancing its portfolio of antimicrobial peptide (AMP) technologies by designing and validating minimum viable products (MVPs) and expanding its collaborations to include foliar application models, seed traits, and seed treatment platforms. In parallel, Genvor is leveraging its proprietary peptide library to address additional high-value market opportunities in crop protection—such as insect control, biostimulants, and nutrient use efficiency—as well as adjacent applications in animal health and feed efficiency.
Genvor’s commercial model is centered around forming joint development agreements (JDAs) and strategic joint ventures targeted at specific problems, crops, animal applications, or geographic markets. These partnerships are intended to accelerate product development and commercialization while expanding market access.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission for financial information.
The Company’s 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.
F-8
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (continued)
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 September 30, 2025, the Company had cash of $
The
accompanying 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. As reflected in the accompanying
consolidated financial statements, the Company had a working capital deficit of approximately $
While the Company is currently developing its products and technologies, the Company’s cash position may not be significant 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. 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 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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of 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 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 years ended September 30, 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
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
$
F-9
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 consolidated financial statements, primarily due to their short-term nature.
ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.
Property and Equipment
Property and equipment are carried at
cost less accumulated depreciation, and are depreciated on a straight-line basis over the estimated useful lives of the
assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.
When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any
resulting gains or losses are included in income in the period of disposition. During the year ended September 30, 2025, we
disposed of property and equipment with a net book value of $
Impairment of Long-lived Assets
In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the years ended September 30, 2025, and 2024, the Company did not incur any impairment charges on its long-lived assets.
Research and Development
Expenditures for
research and product development costs are expensed as incurred. The Company incurred research and development expenses of $
Advertising and Marketing Costs
All costs related
to advertising and marketing are expensed as incurred. For the years ended September 30, 2025 and 2024, advertising and marketing costs
amounted to $
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.
F-10
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
Income Taxes
The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company follows
the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance,
the benefit for tax positions taken can only be recognized in the financial statements when it is more likely than not the position will
be sustained upon examination by the tax authorities. As of September 30, 2025 and 2024, the Company had no significant uncertain tax
positions which would require either recognition of a liability or disclosure in the financial statements. The Company recognizes interest
and penalties related to significant uncertain income tax positions in income tax expense. However,
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. For the years ended September 30, 2025 and 2024, potentially dilutive common shares consist of the common shares issuable upon the conversion of convertible preferred stock and convertible notes (using the if-converted method) and exercise of common stock warrants (using the treasury stock method). 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:
| Schedule of antidilutive shares | ||||||||
| Years Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Warrants to purchase common stock | ||||||||
| Series A convertible preferred stock | ||||||||
| Series B convertible preferred stock | ||||||||
| Shares attributable to convertible notes | ||||||||
| Potentially dilutive securities | ||||||||
F-11
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Segment Reporting
The segment reporting structure uses the Company’s management reporting structure as its foundation to reflect how the Company manages the business internally. During the years ended September 30, 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 current liabilities, breakouts within operating expenses, and breakouts within the statement of cash flows. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows.
Recent Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 January 1, 2025 on a retrospective basis. The adoption of this ASU affects only the Company’s disclosures, with no impacts 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 consolidated financial statements.
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 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 consolidated financial condition, results of operations, cash flows or disclosures.
NOTE 3 – BORROWINGS
Notes Payable
From time to time, the Company entered into unsecured notes payable with individual investors. The terms of these notes are listed below.
| Schedule of unsecured notes payable | ||||||||||||||||||||
| Interest | Note Balance as of September 30, | |||||||||||||||||||
| Noteholder | Origination | Maturity | Rate | 2025 | 2024 | |||||||||||||||
| Brent Lilienthal (*) | % | $ | $ | |
||||||||||||||||
| Mel Wentz (**) | % | |||||||||||||||||||
| Kirk Huntsman (***) | % | — | ||||||||||||||||||
| John Hare (***) | % | — | ||||||||||||||||||
| Barkley Capital LLC (***) | % | — | ||||||||||||||||||
| Chris Peterman (****) | % | 20,000 | ||||||||||||||||||
| Total principal amount | $ | $ | ||||||||||||||||||
| Less: unamortized debt discount | ( |
) | ||||||||||||||||||
| $ | $ | |||||||||||||||||||
F-12
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – BORROWINGS (continued)
Notes Payable (continued)
(*)
|
| (**) |
| (***) |
| (****) |
On December 15, 2023,
Kirk Huntsman converted his note with the principal amount of $
On November 11, 2023,
John Hare converted its note with the principal amount of $
On March 9, 2024,
Barkley Capital LLC converted its note with the principal amount of $
Interest expense
on the notes payable totaled $
As of September 30,
2025 and 2024 accrued interest on the notes payable was $
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 $
NOTE 4 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The authorized preferred stock of the Company consists of shares with a $ par value.
F-13
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)
Preferred Stock (continued)
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 preferred stock was issued on August 16, 2022, as follows: Bradley White (former CEO), shares; Dr. Clayton Yates, shares; and Dr. Jesse Jaynes, shares.
On September 28, 2023, Mr. White returned his shares of Series A preferred stock which were than cancelled
As of both September 30, 2025, and 2024, there were shares of Series A preferred stock issued and outstanding.
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 October 19, 2022, the following shareholders converted shares of common stock of the Company into shares of Series B to reduce the outstanding common stock issued by the Company, as follows:
| Schedule of shareholders converted shares of common stock into shares of Series B | ||||||||
| Name | Common Shares Exchanged | Series B Issued | ||||||
| Jaynes Investment LLC (*) | ||||||||
| ACT Holdings LLC (*) | ||||||||
| LASB Family Trust (*) | ||||||||
| Jesse Michael Jaynes (*) | ||||||||
| Bradley White (*) | ||||||||
| PJ Advisory Group | ||||||||
| Total | ||||||||
| (*) | Related parties |
On September 28, 2023, Mr. White and the LASB Family Trust returned to the Company for cancellation of shares of Series B preferred stock. As of September 30, 2025 and 2024, the shares have not been canceled and are being held in treasury stock (see Note 8).
There were issued and outstanding as of both September 30, 2025 and 2024.
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.
F-14
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)
Common Stock Sold for Cash
During the year ended
September 30, 2025, the Company sold an aggregate of shares
of its common stock at a price of $ per
share to investors and received gross proceeds of $
During the year ended
September 30, 2024, the Company sold an aggregate of shares
of its common stock at an average price of $ per
share to investors and received gross proceeds of $
On July 14, 2023,
the Company issued
shares of common stock for the conversion of accrued interest
of $
On September 16,
2023, the Company issued
shares of common stock for the settlement of a debt and accrued
interest for $
Common Stock Issued for Services
During the year ended
September 30, 2025, the Company issued a total of
shares of its common stock for $
During the year
ended September 30, 2025, the Company issued a total of shares
of its common stock for services rendered by our CEO under terms of his employment agreement (see Note 7). These shares were valued at $
During the year ended September 30, 2025, the Company
issued shares of common stock to an employee pursuant to the execution of an employment agreement. These shares were valued at
$
During the year ended
September 30, 2024, the Company issued a total of
shares of its common stock for services rendered, including
shares to related parties of the Company. These shares were
valued at $
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 $
No such share issuances occurred during the year ended September 30, 2024.
Common Stock Issued for Accounts Payable Settlements and Notes Payable Conversions
During the year ended
September 30, 2025, the Company issued an aggregate of shares
of common stock with an estimated fair value of $
In May 2025, Brent
Lilienthal converted his note payable with the principal amount of $
On December 15, 2023,
an investor converted a note with a principal amount of $
On March 9, 2024,
an investor converted a note with a principal amount of $
Issuance of Common Stock
In May and June 2025,
the Company issued shares
of common stock for the conversion of $
Common Stock Cancellation
During the year ended
September 30, 2024, two shareholders returned an aggregate of
shares of common stock of the Company that they received incorrectly
in a prior year.
Common Stock Issued for Warrant Exercise
In April 2025, the
Company issued
In March 2024, the
Company issued
Warrants Issued for Debt Conversion
On November 11, 2023,
an investor converted a note with a principal amount of $
F-15
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)
Warrants Issued for Services
During the year ended
September 30, 2024, the Company granted a total of
During the year ended
September 30, 2025,
Warrants Issued for Debt Conversion
The following table represents stock warrant activity as of and for the year ended September 30, 2025:
| Schedule of stock warrant activity | ||||||||||
| Number of Warrants | Weighted Average Exercise Price | |||||||||
| Outstanding at September 30, 2024 | $ | |||||||||
| Expired | ||||||||||
| Exercised | ( |
) | ( |
) | ||||||
| Outstanding at September 30, 2025 | $ | |||||||||
| Warrants exercisable at September 30, 2025 | $ | |||||||||
There is no “established trading market” for shares of the Company’s common stock at September 30, 2025. Therefore, the aggregate intrinsic values for both the stock warrants outstanding and stock warrants exercisable at September 30, 2025 cannot be calculated.
NOTE 5 – INCOME TAXES
As of September 30,
2025 and 2024, the Company has net operating loss carry forwards of approximately $
The Company’s
tax expense differs from the “expected” tax expense for federal income tax purposes (computed by applying the United States
federal tax rate of
| Schedule of income tax expense | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Tax expense (benefit) at the statutory rate | $ | ( | ) | $ | ( | ) | ||
| State income taxes, net of federal income tax benefit | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Total | $ | $ | ||||||
F-16
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – INCOME TAXES (continued)
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
The Company is open for audit by the U.S. Internal Revenue Service and U.S. state tax jurisdictions from tax year 2021 to tax year 2024,
The tax effect of significant components of the Company’s deferred tax assets and liabilities at September 30, 2025 and 2024, are as follows:
| Schedule of deferred tax assets and liabilities | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net operating loss carryforward | $ | $ | ||||||
| Total deferred tax assets | ||||||||
| Less: deferred tax asset valuation allowance | ( |
) | ( |
) | ||||
| Total net deferred taxes | $ | $ | ||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Because of the
historical losses of the Company, the net deferred tax assets for 2025 and 2024 were fully offset by a 100% valuation allowance. The
valuation allowance for the remaining net deferred tax assets was $
NOTE 6 – 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 was 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 September30, 2025 and September 30, 2024, accrued compensation and related expenses owed to the CEO and scientific advisors pursuant
to employment agreements totaled $
As of September 30, 2025 and September 30, 2024, the Company owed its former chief business officer and interim chief financial officer, Judith Miller, $ primarily from accrued compensation.
Advances from Related Parties
The
Company’s CEO and scientific advisors make working capital advances as needed which bear interest at
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 $
F-17
GENVOR INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is 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, which will require 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. The Company and Mr. Kimbrough have settled the claims in dispute, which will require Mr. Kimbrough to return a portion of his shares of common stock to the Company (see Note 8). The Company and Mr. Kimbrough are currently working on executing upon 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. This matter was settled on October 29, 2025 in the Company’s favor. Mr. Saied has been ordered by the court to reimburse the Company for reasonable and necessary attorney fees and to return the Contested Shares back 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.
Employment Agreements
On January 17, 2024, Ms. Miller resigned as the Company’s Interim Chief Executive Officer and was appointed as a member of the Company’s Board of Directors, as the Chief Business Officer of the Company, and as the Interim Chief Financial Officer of the Company. Pursuant to the Miller Employment Agreement, which superseded Ms. Miller’s prior Executive Consulting Agreement with the Company dated June 20, 2023, Ms. Miller acted as Chief Business Officer and Interim Chief Financial Officer of the Company until the agreement was terminated in May 2024 in accordance with its terms (see Note 6 for amounts owed and outstanding under this agreement).
On January 17, 2024,
On January 17, 2024,
During the year ended
September 30, 2025, the board of directors approved a $
On January 17,
2024,
Refer to Note 6 for disclosure of amounts outstanding and due under these employment agreements as of September 30, 2025. See also Note 4 for certain amounts accrued under these employment agreements that were converted into shares of common stock during the three months ended September 30, 2025.
F-18
NOTE 8 – 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 require adjustment or disclosure in the financial statements.
Subsequent
to September 30, 2025, the Company sold
shares of common stock for $
per share and received gross proceeds of $
Subsequent
to September 30, 2025, the Company issued
shares of common stock for the exercise of warrants with an
average exercise price of $
Subsequent
to September 30, 2025, the Company issued
shares of common stock with an estimated fair value of $
On October 9, 2025, the holder of the convertible note payable (see note 3) exercised his conversion option and converted the principal and accrued interest outstanding on the convertible note payable into shares of common stock.
On October 8 2025, a holder of Series B preferred stock exercised their conversion option and received shares of common stock upon conversion.
On October 22, 2025, shares of common stock held by Mr. Kimbough were cancelled pursuant to the terms of a legal settlement reached with Mr. Kimbough (see Note 7).
On December 1, 2025, one
of our scientific advisors elected to convert $
On December 3, 2025, the
Company issued shares of common stock to a consultant for $
F-19
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
We have had no disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-K.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer, who is the same person, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the year ended September 30, 2025. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Management’s Annual Report on Internal Control over Financial Reporting
The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and the board of directors of the Company; and |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Management, including the Chief Executive Officer and Chief Financial Officer does not expect that the Company’s disclosure controls, and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.
With the participation of the Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025, based upon the framework in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Based on that evaluation, our management has concluded that, as of September 30, 2025, the Company had material weaknesses in its internal control over financial reporting and the Company’s internal control over financial reporting was not effective. Specifically, management identified the following material weaknesses at September 30, 2025:
| ● | Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures; |
| ● | Lack of 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; |
| ● | Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes. |
To remediate our internal control weaknesses, management intends to implement the following measures:
| ● | The Company will add sufficient number of independent directors to the board and appoint an audit committee. |
| ● | The Company will add sufficient knowledgeable accounting personnel to properly segregate duties and to affect a timely, accurate preparation of the financial statements. |
| ● | Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures. |
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The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt for its continued operational activities and corporate expenses. Management provides no assurances that it will be able to do so.
We understand that remediation of material weaknesses and deficiencies in internal controls are a continuing work in progress due to the issuance of new standards and promulgations. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and adjust as and when necessary.
As a smaller reporting company, we are not required to provide, and this annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
The Company’s management, including the CEO and Chief Financial Officer (“CFO”), does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Item 9B. Other Information.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
The following table sets forth information with respect to persons who are serving as directors and officers of the Company. Each director holds office until the next annual meeting of shareholders or until his successor has been elected and qualified.
| Name | Age | Position | ||
| Chad Pawlak | 53 | Chief Executive Officer (1), Interim Chief Financial Officer (2), Director (3) | ||
| Clayton Yates | 49 | Director (4) | ||
| Jesse Jaynes | 74 | Chief Research Officer (4), Director (4), Chief Scientific Officer (1) |
| (1) | Appointed on January 17, 2024. | |
| (2) | Assumed CFO role on May 29, 2024, upon Judith Miller’s termination on that date. | |
| (3) | Appointed on November 12, 2024. | |
| (4) | Appointed on January 12, 2021. |
Biographies of Directors and Officers
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer, and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Chad Pawlak
Chad Pawlak brings over 30 years of experience with a proven track record of driving revenue growth and fostering strategic partnerships across agribusiness and sustainability – particularly in soil and water conservation. He has a deep understanding of regenerative agriculture, biotechnology, crop cultivation and consumer packaged goods (CPG). Most recently, he was CEO of Locus Agricultural Solutions (from August 2021 to October 2023), an agricultural biological company, where he led the strategic growth plan through cross-functional collaboration, resulting in over 350,000 acres of enrollment in a nature-based carbon credit project utilizing a biological product as the practice change. From January 2018-October 2019, Chad was a member of the Board of INUS Protein, a North American supplier, blending partner and product development resource for insect protein powders in food and feed use. Chad also has previous experience as the U.S.-Canada Crop & Plant Protection Business Director Lead - Botanicals for MGK (a part of Valent USA & Sumitomo Chemical) (2018-2019). In this role, he was responsible for the overall design of the strategic business plan of the $30 million Botanical & Organic Crop Protection segments in the U.S. & Canada. He holds an MBA from the Jack Welch Management Institute and BS & AOS in Marketing and Advertising/Public Relations from Johnson & Wales University.
Dr. Clayton Yates, Ph.D.
Dr. Clayton Yates, Ph.D., co-founded Genvor and is Chairman of the Board of Genvor. His research is currently funded by the National Cancer Institute (NCI) and Department of Defense (DOD) Congressionally Medical Directed Research Programs. Dr. Yates is also a scientist at Tuskegee University, focused on identifying molecular targets for therapeutic intervention in prostate, breast, and pancreatic cancers. Dr. Yates received his initial training at the University of Pittsburgh School of Medicine in the Department of Cellular and Molecular Pathology. He completed additional training in Tissue Engineering and Regenerative Medicine jointly from the McGowan Institute for Regenerative Medicine and Massachusetts Institute of Technology (MIT). Dr. Yates completed his post-doctoral training at Emory University School of Medicine in the Department of Molecular Urology.
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Dr. Jesse Jaynes, Ph.D.
Dr. Jesse Jaynes, Ph.D., co-founded Genvor as well, and he leads the research for Genvor and manages ongoing, critical communication with our outside research and development partners and associations. Dr. Jaynes is one of the world’s leading authorities on therapeutic peptide design and has vast experience in drug development for various applications, including agriculture, animal health, wound healing, and oncology. Dr. Jaynes’ research is funded by USDA, NSF, and NIH. He has more than 60 United States and foreign patents and has authored over 100 scientific journal articles. Over the past 15 years, Dr. Jaynes has served on the board of numerous life science companies and is currently the Chief Technology Officer for the National Cancer Coalition. Dr. Jaynes is a Professor of Biochemistry at Tuskegee University. Dr. Jaynes completed his doctoral training at Brigham Young University, Utah.
There are no family relationships among any of our directors and executive officers.
Our directors are elected at the annual meeting of the shareholders, with vacancies filled by the Board of Directors, and they serve until their successors are elected and qualified, or their earlier resignation or removal. Officers are appointed by the board of directors and serve at the discretion of the board of directors or until their earlier resignation or removal. Any action required can be taken at any annual or special meeting of stockholders of the corporation which may be taken without a meeting, without prior notice and without a vote, if consent of consents in writing setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office, its principle place of business, or an officer or agent of the corporation having custody of the book in which the proceedings of meetings are recorded.
Indemnification of Directors and Officers
Section 78.138 of the Nevada Revised Statutes (“NRS”) provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law. Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise. Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.
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Our Articles of Incorporation provide that no director or officer of the Company will be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of NRS. In addition, our Bylaws implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS by providing that the Company shall indemnify its directors to the fullest extent permitted by the NRS and may, if and to the extent authorized by the board of directors, so indemnify its officers and any other person whom it has the power to indemnify against liability, reasonable expense or other matter whatsoever; and the Company may at the discretion of the board of directors purchase and maintain insurance on behalf of any person who holds or who has held any position identified in the paragraph above against any and all liability incurred by such person in any such position or arising out of his status as such.
Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Director Compensation
During the years ended September 30, 2025 and 2024, we did not have an independent director. Directors that were employees were not paid any fees for their role as directors.
Involvement on Certain Material Legal Proceedings During the Last Five Years
No director, officer, significant employee, or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.
No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee, or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.
No director, officer, significant employee, or consultant has been permanently or temporarily enjoined, barred, suspended, or otherwise limited from involvement in any type of business, securities, or banking activities.
No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.
Directors’ and Officers’ Liability Insurance
The Company purchased directors’ and officers’ liability insurance, effective January 8, 2025, to insure our directors and officers against liability for acts or omissions in their capacities as directors or officers.
Code of Ethics
We intend to adopt a code of ethics that applies to our officers, directors, and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt a written code of ethics in the near future.
Corporate Governance and Board Independence
Our Board of Directors consists of three directors and has not established a Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent.
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Due to our lack of operations and size, and since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees; all functions of a nominating/governance committee were performed by our whole board of directors. Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary. Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors.
We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.
Board Leadership Structure and the Board’s Role in Risk Oversight.
The Board of Directors is led by a chairman. The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s shareholders, and the Company’s overall governance. The Board periodically reviews the leadership structure to determine whether it continues to best serve the Company and its shareholders.
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Audit Committee and Financial Expert; Committees
The Company does not have an audit committee. We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors.
The Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.
Compliance with Section 16(A) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).
Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended September 30, 2025, were timely.
Family relationships
There are no family relationships among any of our officers or directors.
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Item 11. Executive Compensation
The table below sets forth, for the years ended September 30, 2025 (“2025”) and 2024 (“2024”), the compensation earned by our executive officers and former executive officers.
| Name and Principal Position | Year | Salary | Stock Awards | Option and Warrant Awards | All Other Compensation |
Total | |||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||
| Chad Pawlak | 2025 | 506,250 | 4,925,000 | 5,431,250 | |||||||||||||||||||
| Chief Executive Officer (1) | 2024 | 214,345 | 262,500 | — | — | 476,845 | |||||||||||||||||
| Dr. Clayton Yates | 2025 | 190,000 | — | — | — | 190,000 | |||||||||||||||||
| Former Chief Scientific Officer, Director (2) | 2024 | 92,500 | — | — | — | 92,500 | |||||||||||||||||
| Dr. Jesse Jaynes | 2025 | 197,500 | — | — | — | 197,500 | |||||||||||||||||
| Chief Research Officer, Chief Scientific Officer, Director (3) | 2024 | 92,500 | — | — | — | 92,500 | |||||||||||||||||
| Judith S. Miller, Esq. | 2025 | — | — | — | — | — | |||||||||||||||||
| Former Interim Chief Executive Officer and Chief Financial Officer (4) | 2024 | 121,000 | 100,000 | 600,000 | — | 821,000 | |||||||||||||||||
| Bradley White | 2025 | — | — | — | — | — | |||||||||||||||||
| Former Chief Executive Officer, Chief Financial Officer, and Director (5) | 2024 | 80,625 | — | — | 66,348 | 146,973 | |||||||||||||||||
| (1) | Appointed as CEO on January 17, 2024, and assumed CFO role on May 29, 2024. Mr. Pawlak’s 2025 compensation consisted of cash of $506,250 and 5,502,500 vested shares of common stock with an estimated fair value of $4,925,000 based on recent sales of common stock to third parties. Mr. Pawlak’s 2024 compensation consisted of cash of $214,345 and 262,500 shares vested and valued at $262,500. |
| (2) | Appointed as Chief Scientific Officer and Chairman of the Board on January 12, 2021, and resigned as Chief Scientific Officer on January 17, 2024. Dr. Yates’s 2025 and 2024 compensation consisted of cash of $190,000 and $92,500, respectively. |
| (3) | Appointed as Chief Research Officer and Director on January 12, 2021, and appointed as Chief Scientific Officer on January 17, 2024. Dr. Jaynes’s 2024 compensation consisted of cash of $197,500 and $92,500, respectively. |
| (4) | Interim CEO from June 20, 2023 through January 17, 2024, and Interim CFO and Chief Business Officer through May 29, 2024. Ms. Miller’s 2024 compensation consisted of cash of $121,000 and 100,000 shares vested and valued at $100,000 and 600,000 warrants vested and valued at $600,000. Ms. Miller’s 2023 compensation consisted of cash of $65,000 and 600,000 warrants vested and valued at $600,000. |
| (5) | CEO from January 12, 2021 through June 20, 2023. Mr. White’s 2023 compensation consisted of salary of $80,625 paid by cash and $66,348 of Mr. White’s personal expenses paid by the Company. |
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The Company has not entered into employment or similar agreements with any of our executive officers or directors except as follows:
Effective as of January 17, 2024, the Company entered into (i) indemnification agreements with Mr. Pawlak, Ms. Miller, Dr. Jaynes and Dr. Yates (the “Indemnification Agreements”), (ii) an employment agreement with Mr. Pawlak (the “Pawlak Employment Agreement”), (iii) an employment agreement with Ms. Miller (the “Miller Employment Agreement”), (iv) a science advisor agreement with Dr. Jaynes (the “Jaynes Advisor Agreement”), and (v) a science advisor agreement with Dr. Yates (the “Yates Advisor Agreement”).
Pursuant to the Indemnification Agreements, the Company agreed to indemnify the officers and directors to the fullest extent permitted by law for claims arising in part out of the fact that the officer or director is or was a director of the Company.
Pursuant to the Pawlak Employment Agreement, Mr. Pawlak will act as Chief Executive Officer of the Company until the agreement is terminated in accordance with its terms, and Mr. Pawlak will be compensated as follows: (i) Mr. Pawlak will receive a base salary of $300,000 per year; (ii) Mr. Pawlak will be eligible for annual incentive bonus awards of up to 30% of Mr. Pawlak’s then-current base salary in the discretion of the compensation committee of the Board, provided that such bonus for the first year of employment shall be earned for the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company (the “First Milestone”), and the bonus for the second year of employment shall be earned for the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray (the “Second Milestone”); (iii) Mr. Pawlak will initially receive 50,000 shares of Company common stock, and 950,000 shares of Company common stock which shall vest monthly for a period of 36 months (25,000 shares a month for months 1-34, and 50,000 shares a month for months 35-36); (iv) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the First Milestone; (v) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the Second Milestone; (vi) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vii) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops. 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 $300,000 to $350,000, (ii) a guaranteed calendar year bonus equal to 30% of his annual salary was established versus milestone-based bonuses, and (iii) the CEO now receives 500,000 shares of common stock every six months that he remains with the Company.
Pursuant to the Miller Employment Agreement, which superseded Ms. Miller’s prior Executive Consulting Agreement with the Company dated June 20, 2023, Ms. Miller was to act as Chief Business Officer and Interim Chief Financial Officer of the Company until the agreement is terminated in accordance with its terms, and Ms. Miller was to be compensated as follows: (i) Ms. Miller will receive a base salary of $180,000 per year; (ii) Ms. Miller will be issued 25,000 shares of Company common stock per month for a period of one year; (iii) Ms. Miller will receive an additional equity award of 250,000 shares of Company common stock upon the Company receiving the results of the scientific studies conducted by Southern Gardens/US Sugar for further use by the Company; (iv) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising each tranche $1,000,000 up to an aggregate of $10,000,000; (v) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising $2,500,000; (vi) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $6,000,000, and (vii) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $10,000,000. Ms. Miller’s employment was terminated on or about May 29, 2024.
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Pursuant to Jaynes Advisor Agreement, which has an initial term of three years, Dr. Jaynes will act as scientific advisor to the Company, and be compensated as follows: (i) Dr. Jaynes will be paid a $50,000 signing bonus; (ii) Dr. Jaynes will be paid $5,000 per month (increased to $9,167 effective January 1, 2025); (iii) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.
Pursuant to Yates Advisor Agreement, which has an initial term of three years, Dr. Yates will act as scientific advisor to the Company, and be compensated as follows: (i) Dr. Yates will be paid a $50,000 signing bonus; (ii) Dr. Yates will be paid $5,000 per month (increased to $8,333 effective January 1, 2025); (iii) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.
Outstanding Equity Awards
No executive officer named above had any unexercised options or stock that had not vested, or equity incentive plan awards outstanding as of September 30, 2025.
Director Compensation
No member of our board of directors received any compensation for his or her services as a director during the fiscal years ending September 30, 2025 and 2024, nor do they currently receive any compensation for such services.
Equity Incentive Plans
Long-Term Incentive Plans. The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans, nor does it provide non-qualified deferred compensation to its officers or employees, and therefore, the Summary Compensation Table above does not include columns for nonequity incentive plan compensation and nonqualified deferred compensation earnings since there were none.
Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
The following table sets forth certain information, as of September 30, 2025 with respect to the beneficial ownership of the outstanding common stock by:
| ● | Each of our named executive officers and directors; |
| ● | Our directors and executive officers as a group; and |
| ● | Holders of more than 5% of our common stock |
Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.
| Title of Class | Name of Beneficial Owner (1) | No. of Shares of Class Beneficially Owned | Percentage of Class (2) | ||||||
| Common Stock | Chad Pawlak* (3) | 6,225,000 | 20 .6 | % | |||||
| Common Stock | Dr. Clayton Yates* (4) | 7,712,623 | 20.6 | % | |||||
| Common Stock | Dr. Jesse Jaynes* (5) | 7,167,623 | 19.4 | % | |||||
| Common Stock | All officers and directors as a group (3 persons) | 21,105,246 | 47.7 | % | |||||
| Common Stock | Other shareholders owning 5% or more: | ||||||||
| Common Stock | John Coutris (6) | 1,789,843 | 5.7 | % | |||||
| Series B Preferred Stock | Dr. Clayton Yates* (7) | 731,262 | 46.9 | % | |||||
| Series B Preferred Stock | Dr. Jesse Jaynes* (8) | 676,762 | 43.4 | % | |||||
| Series B Preferred Stock | All officers and directors as a group (2 persons) | 1,408,024 | 90.4 | % | |||||
| Series B Preferred Stock | Other shareholders owning 5% or more: | ||||||||
| Series B Preferred Stock | John Coutris (9) | 150,000 | 9.6 | % | |||||
| Series A Preferred Stock | Dr. Clayton Yates* | 3 | 50 | % | |||||
| Series A Preferred Stock | Dr. Jesse Jaynes* | 3 | 50 | % | |||||
| Series A Preferred Stock | All officers and directors as a group (2 persons) | 6 | 100 | % | |||||
*Officer and/or director of our company
| (1) | Except as otherwise indicated, the address of each beneficial owner is c/o Genvor Incorporated, 1550 W Horizon Ridge Pkwy, Ste R #3040, Henderson, NV 89012. |
| (2) | Applicable percentage ownership is based on 30,175,763 shares of our common stock, 1,558,024 shares of our Series B Preferred Stock, and 6 shares of Series A Preferred Stock outstanding as of September 30, 2025, together with securities exercisable or convertible into shares of our common stock within 60 days of September 30, 2025 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of September 30, 2025 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
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| (3) | Mr. Pawlak holds 6,225,000 shares of common stock. |
| (4) | Interests shown include (i) 7,312,620 shares of common stock issuable upon conversion of 731,262 shares of Series B Preferred Stock held in the name of ACT Holdings LLC, which may be deemed to be beneficially owned by Dr. Yates, (ii) 400,000 shares of common stock held in the name of ACT Holdings LLC, which may be deemed to be beneficially owned by Dr. Yates, and (iii) 3 shares of common stock issuable upon conversion of 3 shares of Series A Preferred Stock held directly by Dr. Yates. |
| (5) | Interests include (i) 2,000,000 shares of common stock issuable upon conversion of 200,000 shares of Series B Preferred Stock held in the name of Jaynes Investment LLC, which may be deemed to be beneficially owned by Dr. Jaynes, (ii) 4,767,620 shares of common stock issuable upon conversion of 476,762 shares of Series B Preferred Stock held jointly in the name of Dr. Jaynes and his spouse, (iii) 400,000 shares of common stock held jointly in the name of Dr. Jaynes and his spouse, and (iv) 3 shares of common stock issuable upon conversion of 3 shares of Series A Preferred Stock held directly by Dr. Jaynes. |
| (6) | Interests shown include (i) 1,500,000 shares of common stock issuable upon conversion of 150,000 shares of Series B Preferred Stock held in the name of PJ Advisory Group, which may be deemed to be beneficially owned by Mr. Coutris, (ii) 198,637 shares of common stock held in the name of John Coutris, and (iii) 91,206 shares of common stock held in the name of Callie Coutris, Mr. Coutris’s spouse. The address of John Coutris, Callie Coutris, and PJ Advisory Group is 7227 Centenery Ave., Dallas, Texas, 75225. |
| (7) | Interests shown include 731,262 shares of Series B Preferred Stock held in the name of ACT Holdings LLC, which may be deemed to be beneficially owned by Dr. Yates. |
| (8) | Interests include (i) 200,000 shares of Series B Preferred Stock held in the name of Jaynes Investment LLC, which may be deemed to be beneficially owned by Dr. Jaynes, and (ii) 476,762 shares of Series B Preferred Stock held jointly in the name of Dr. Jaynes and his spouse. |
| (9) | Interests shown include 150,000 shares of Series B Preferred Stock held in the name of PJ Advisory Group, which may be deemed to be beneficially owned by Mr. Coutris. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
The Company has employment agreements with its CEO, Chad Pawlak, and our two scientific advisors, Dr. Jesse Jaynes and Dr. Clayton Yates.
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 $300,000 to $350,000, (ii) a guaranteed calendar year bonus equal to 30% of his annual salary was established versus milestone-based bonuses, and (iii) the CEO now receives 500,000 shares of common stock every six months that he remains with the Company.
Effective January 1, 2025, the scientific advisors aggregate monthly compensation was increased to $17,500 from $10,000.
Any accrued compensation amounts earn interest at 8%. The CEO and scientific advisors can convert any accrued compensation into shares of common stock at a conversion rate equal to the fair market value on the date of conversion.
As of September30, 2025 and September 30, 2024, accrued compensation and related expenses owed to the CEO and scientific advisors pursuant to employment agreements totaled $742,486 and $466,404, respectively.
As of September 30, 2025 and September 30, 2024, the Company owed its former chief business officer and interim chief financial officer, Judith Miller, $38,904 primarily from accrued compensation.
The Company’s CEO and scientific advisors make working capital advances as needed which bear interest at 8% per annum and are short-term in nature, unsecured and repayable on demand. During the years ended September 30, 2025, the Company received $86,071of advances from these related parties and repaid $18,996 of these advances. There were no advances or repayments made during the year ended September 30, 2024. As of September 30, 2025 and September 30, 2024, advances owed to the CEO and scientific advisors totaled $84,137 and $13,218, respectively, and are reflected on the accompanying consolidated balance sheets as advances from related parties.
The accrued compensation and advances received from the CEO and two scientific advisors, collectively referred to as the “employees” bear interest at 8%. As of September 30, 2025 and September 30, 2024, accrued interest due these employees was $54,814 and $9,705, respectively, which is included in accrued interest on the consolidated balance sheets. During the year ended September 30, 2025 and 2024, interest expense with these employees amounted to $45,127 and $4,942, respectively, which is included in interest expense on the consolidated statements of operations.
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 $300,000, payable in tranches of $50,000, beginning on September 28, 2023, or within seven days, and each subsequent payment on the monthly anniversary of the settlement agreement execution. In exchange for the settlement, Mr. White returned to the Company for cancellation the following: 3 shares of Series A preferred stock and 502,512 shares of Series B preferred stock. As of September 30, 2024, the Company still owed Bradley White $50,000 which has been included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. On June 11, 2025, the Company executed a release and settlement agreement with Mr. White. Pursuant to the settlement agreement, the Company agreed to pay $55,000 for the settlement of all amounts outstanding with this individual and recognized a loss of $5,000 which has been netted with the gain on settlement of accounts payable on the consolidated statements of operations.
In May 2025, the Company issued 500,000 shares of its common stock upon the conversion of accrued compensation outstanding with our CEO of $125,000, and an aggregate of 800,000 shares of its common stock upon the conversion of a total of $200,000 of accrued bonuses outstanding with our two scientific advisor employees. The $100,000 bonuses earned by both scientific advisors were approved by the board in May 2025 pursuant to a milestone defined in their employment agreements, being met. The conversion ratio of $.25 was based on recent stock sales and therefore no gain or loss was recorded on this conversion.
During the year ended September 30, 2025, the Company issued a total of 137,500 shares of its common stock for $137,500 serviced rendered by our CEO that were accrued as compensation as of September 30, 2024.
During the year ended September 30, 2025, the Company issued a total of 5,487,500 shares of its common stock for services rendered by our CEO under terms of his employment agreement. These shares were valued at $4,925,000, the estimated fair market value on the grant dates using the most recent third-party sale of common stock on the dates of grant.
On December 1, 2025, Dr. Jesse Jaynes elected to convert $186,000 of outstanding liabilities representing accrued salary, accrued interest and working capital advances into 124,000 shares of common stock. The conversion ratio was based on the Over-the-Counter market price on the conversion date.
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As of September 30, 2025, and 2024, the Company owed Robert Bubeck, its former CEO, $0 and $3,846, respectively, for expenses paid by Rober on behalf of the Company, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets.
All amounts due to Judith Miller, Bradley White, and Robert Bubeck are short-term in nature, non-interest bearing, unsecured and repayable on demand.
Director Independence
We currently do not have any independent directors, as the term “independent” is defined in Section 803A of the NYSE American Company Guide. The Board has made its determination as to director independence based on the definition of “independence” as defined under the rules of the New York Stock Exchange (“NYSE”) and NYSE American.
Item 14. Principal Accounting Fees and Services.
The following table sets forth the fees billed by our principal independent accountants for the years ended September 30, 2025 and 2024, for the categories of services indicated.
| 2025 | 2024 | |||||||
| Audit fees | $ | 65,685 | $ | 81,000 | ||||
| Audit related fees | — | — | ||||||
| Tax fees | — | — | ||||||
| All other fees | — | — | ||||||
| Total | $ | 65,685 | $ | 81,000 | ||||
On December 16, 2020, we engaged Turner, Stone & Company, L.L.P. (“Turner”) of Dallas, Texas, as our independent registered public accounting firm. On March 17, 2024, we dismissed Turner, and on or about March 20, 2024, we engaged Novogradac & Company LLP as our independent registered public accounting firm.
Audit fees. Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.
Audit-related fees. Consists of fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.
Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.
Other fees. Other services provided by our accountants.
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Item 15. Exhibits
| 31.2** | Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 | |
| 32.2** | Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 | |
| 101.INS*** | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH*** | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL*** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF*** | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB*** | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
| 101.PRE*** | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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* 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.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| /s/ Chad Pawlak | December 10, 2025 | |
| Chief Executive Officer and | Date | |
| Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Chad Pawlak | December 10, 2025 | |
| Chief Executive Officer, Chief Financial Officer & Director | Date | |
| /s/ Clayton Yates | December 10, 2025 | |
| Director | Date | |
| /s/ Jesse Jaynes | December 10, 2025 | |
| Director | Date |
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