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: Description of 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 (“Genvor”) to acquire (the “Acquisition”) Genvor. On March 2, 2022, the Company and 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”), would merge (the “Merger”) with and into Genvor, with each share of 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 Genvor, each share of 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 Genvor’s pre-merger shareholders (the “Merger Shares”), constituting a change of control of the Company, and 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.
As a result of the Acquisition, the Company’s business plan is for Genvor to continue its research and development into sustainable plant health solutions for future commercialization, leveraging its proprietary library of patented peptides, to provide crops with anti-pathogen and enhanced nutritional properties to help farmers globally to overcome potentially catastrophic losses resulting from plant disease, toxins, bacteria, and fungi that can destroy portions or all their crops. Genvor’s peptide-based plant health solutions, when commercialized, are expected to result in greater crop yields to assist in overcoming global food scarcity.
Genvor’s History
The Company’s subsidiary, Genvor Inc., was incorporated under the laws of the State of Delaware on April 4, 2019, as “Nexion Biosciences Inc.,” and on January 22, 2020, its name was changed to “Genvor Inc.” Genvor Inc. develops sustainable plant health solutions, designed to provide crops with anti-pathogen and enhanced nutritional properties.
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.
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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. Genvor’s technology is currently being advanced by the USDA in corn seed varieties.
Dr. Jaynes has, over decades, focused on perfecting techniques for synthesizing and modifying anti-microbial peptides (“AMPs”).1
Genvor’s headquarters are currently located at 201 S. Elliott Road, Suite 538, Chapel Hill, North Carolina, 27514.
Genvor’s Operations
Overview
Genvor is a research and development (“R&D”) company, advancing the next generation of sustainable plant health solutions, which are designed to fight debilitating and deadly plant diseases, such as bacteria and fungi, in a broad spectrum of crop types through its proprietary library of patented anti-microbial peptides, or AMPs. These AMPs can be applied to plants in the form of non-chemical seed traits (“Transgenic” seed traits) – which imbue seeds with the desired traits, allowing plants to naturally produce Genvor’s AMPs – as well as a topical spray (“Bio-pesticide”) application. The AMPs are intended to help farmers worldwide achieve healthier and more productive crops, boosting yields and overcoming potentially catastrophic losses.
With critical global crop losses directly caused by plant disease exceeding $220 billion annually,2 solutions utilizing peptide technology are actively being evaluated worldwide. Genvor’s proprietary library of patented peptides, utilizing only naturally occurring substances, has been proven to enhance a plant’s ability to defend itself. In addition to crop disease defense, Genvor has created nutritional enhancement peptides (“NEPs”) which increase protein output by 5-10x in poultry and swine feed, such as corn or sweet potato, intended to deliver higher economic yields for farmers. Genvor’s approach does not use any harsh chemicals, which upon adoption should lead to reduced greenhouse gas emissions while conserving topsoil as compared to traditional petrochemical-based solutions. These technologies should translate into substantial savings for potential customers, while concurrently providing a more sustainable solution for organic or environmentally conscious growers.
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/.
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Commercialization of seed traits for corn, soy and cotton is among the Company’s immediate goals, while simultaneously developing an effective topical spray, and continued research into the nutritional enhancement of feed for swine and poultry. Genvor protects its comprehensive library of 24 proprietary peptides with two issued United States patents, and a third patent pending covering an additional 16 peptides. The following chart describes Genvor’s peptide development pipeline, showing the relative stages of different peptides and crop application:
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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:
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.
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.
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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 $10 billion. The adoption of crop seeds with enhanced traits has been staggering with over 75% 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.
Below is a chart showing the average surveyed development costs of bring a new plant trait to market in the United States:
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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Citrus Licensing with Royalty
Genvor has established an initial licensing and royalty agreement with Southern Gardens Citrus, a division of U.S. Sugar, operating 6,600 acres of orange groves in Florida, utilizing Genvor’s AGM-176 and AGM-179 peptides, proving the effectiveness of these peptides on the crippling problems of canker on citrus crops. While 5+ years of studies showed the effectiveness of Genvor’s AGM-176 and AGM-179, Southern Gardens has not yet taken the usage of these solutions through regulatory approval for commercialization, which should generate royalty revenue to Genvor following receipt of such approval.
Discussions with Additional Third-Party Crop Growers
Genvor is in discussions with other major growers of other crop types regarding the potential funding of Genvor’s costs of research and development through to seed traits, topical spray, or both – all as a solution to fight toxins, bacteria or fungi that damage various spectrums of crop types. A licensing and royalty agreement with those growers are likely outcomes of any R&D funding agreement.
Financing Needs
Genvor is currently exploring financing options to generate the cash needed to pay for overhead, marketing, and production of peptides to be used in R&D, contributions to the CRADA and regulatory costs to take existing technology through the process. Additional financing may be required in the event self-funded R&D is needed. There are no plans currently to create Genvor’s own labs, greenhouses or fields or its research with the availability of utilizing existing labs, scientific and regulatory professionals – chiefly through its CRADA with the USDA.
Competition
Below are some of Genvor’s agriscience competitors.
Invaio Sciences - Peptide maSAMP (https://www.invaio.com/) is used to control citrus Huanglongbing, a destructive disease.
Plant Health Care - PREtec technology (https://www.planthealthcare.com/), from the American Plant Health Care (PHC) company, was patented in the United States in 2019. Its unique immune-inducing peptides and its mixtures with other products have been recognized for strengthening plant resistance to disease and stress, as well as promoting plant growth. All PREtec peptides are variants of natural proteins and break down rapidly in the environment, leaving no harmful residues on the crop or in the environment. In 2021, PHC launched PHC279 with PREtec technology in Brazil and sold it under the name of Saori™. This product is used as a seed treatment to prevent Asian soybean rust.
PHYTOTECH LABS FLG22 (https://phytotechlab.com/), from Phytotech, induces the natural immune response. Its sequence was derived from the highly conserved N-terminal region of Pseudomonas aeruginosa flagellin. FLG22 and its derivatives induce defense responses in Lycopersicon esculentum and Arabidopsis thaliana and have elicitor activity. Many immune induction peptides are in development.
CEV, SA (CEV) (https://cev.com.pt/ established in 2006 with the objective of developing a new patented protein-based bio-fungicide. The active ingredient is a polypeptide, named BLAD, which is extracted from the germinated seeds of lupines. BLAD’s multi-site targets cell walls, cell membrane and cell metabolism.
Syngenta Global https://www.syngenta.com/en Syngenta is a world market leader in crop protection products, developing and producing herbicides, insecticides, fungicides and seed treatment products for farmers and growers.
Hello Nature - https://www.hello-nature.com/us/ offers a range of biotechnological and certified solutions for modern and sustainable agriculture including natural bio-stimulants of vegetal origin, beneficial microbials and organic fertilizers.
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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.
Genvor History
The Company’s subsidiary, Genvor Inc. was incorporated under the laws of the State of Delaware on April 4, 2019, as “Nexion Biosciences Inc.,” and on January 22, 2020, its name was changed to “Genvor Inc.” Genvor Inc. develops plant-based defense technology, which improves upon a plant’s natural defenses. Genvor’s mission is to help farmers and growers world-wide to increase their yield to potentially overcome catastrophic losses resulting from plant disease, toxins, bacteria, and fungi that destroy their crops.
During May 2019, Genvor Inc. acquired Nexion Biosciences LLC (“NBLLC”) from a founder for nominal consideration. NBLLC was formed in the State of Delaware on December 28, 2018.
Genvor’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 deadly crop diseases affecting both animals and humans alike. Genvor’s technology is currently being advanced by the USDA in corn seed varieties and Southern Gardens, a subsidiary of U.S. Sugar, in citrus trees.
Dr. Jaynes and Dr. Yates have, over decades, focused on perfecting techniques for synthesizing and modifying antimicrobial peptides (AMPs).19
Genvor’s headquarters is located at 201 S. Elliott Road, Suite 538, Chapel Hill, North Carolina 27514.
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 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, 2023, we had no full-time employees.
Property
The Company does not own or rent property. The Company’s office space is provided by an officer at no charge.
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 2. Properties
We do not own any real estate or other properties.
Item 3. Legal Proceedings
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. 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. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
On September 28, 2023, the Company entered into a Settlement Agreement with Bradley White, the Company’s former CEO and director of the Company, who was terminated on June 20, 2023, to settle threatened claims by each of White and the Company against the other. Pursuant to the Settlement Agreement, (i) the Company and Mr. White waived claims against the other, (ii) Mr. White was to receive settlement payments 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, and (iii) Mr. White agreed to return to the Company for cancellation shares of stock controlled by him, including 3 shares of Series A Preferred Stock and 502,512 shares of Series B Preferred Stock. Mr. White has returned those shares of preferred stock to the Company for cancellation, and $150,000 in payments have been made to Mr. White as of the date hereof.
Item 4. Mine Safety Disclosures
Not applicable to our Company.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is no “established trading market” for shares of the Company’s common stock. As of the date hereof, the Company’s common stock was quoted on the OTC Link LLC 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.
Our stock was first quoted on the OTC Link LLC beginning in the fourth fiscal quarter for the year ended September 30, 2023, but did not commence trading until approximately December 1, 2023. The range of high and low closing bid quotations for the Company’s common stock during each quarter of the calendar years ended September 30, 2023, and 2022, is shown below, as quoted by www.otcmarkets.com. Prices are inter-dealer quotations, without retail mark-up, markdown or commissions and may not represent actual transactions.
Stock Quotations
| Quarter Ended | High | Low | ||||||
| December 31, 2021 | - | - | ||||||
| March 31, 2022 | - | - | ||||||
| June 30, 2022 | - | - | ||||||
| September 30, 2022 | - | - | ||||||
| December 31, 2022 | - | - | ||||||
| March 31, 2023 | - | - | ||||||
| June 30, 2023 | - | - | ||||||
| September 30, 2023 | 4.00 | 4.00 | ||||||
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 November 7, 2023, the Company had approximately 167 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 (the “SEC”) 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
On July 1, 2023, the Company issued 29,665 shares of common stock related to the conversion of a note payable and accrued interest for $14,833.
On July 12, 2023, the Company issued 20,000 shares of common stock to an investor for $10,000.
On July 13, 2023, the Company issued 20,000 shares of common stock to an investor for $10,000.
On July 14, 2023, the Company issued 50,000 shares of common stock to an investor for $25,000.
On July 17, 2023, the Company issued 25,000 shares of common stock to an investor for $10,000.
On July 17, 2023, the Company issued 50,000 shares of common stock to an investor for $25,000.
On August 25, 2023, the Company issued 50,000 shares of common stock to an investor for $25,000.
On September 16, 2023, the Company issued 75,000 shares of common stock to an investor for $25,000.
On September 19, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
During the year ended September 30, 2023, the Company issued 2,362,900 warrants for common stock of the Company. The issuances were for the following:
| ● | Services by a third-party consultant – On September 29, 2023, 162,900 warrants for common stock with an exercise price of $0.001, valued at $142,900 |
| ● | Services by related party, Judith S. Miller, the Company’s Interim CEO and CFO – On September 29, 2023, 600,000 warrants for common with an exercise price of $0.001, valued at $600,000 |
| ● | Settlement of debt with a third party – On September 29, 2023, 200,000 warrants for common stock with an exercise price of $0.001, valued at $200,000 |
| ● | Conversion of notes payable and accrued interest to a third party – On September 29, 2023, 1,400,000 warrants for common stock with an exercise price of $0.001, valued at $359,414 |
On November 1, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On November 1, 2023, the Company issued 50,000 shares of common stock to an investor for $50,000.
On November 1, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On November 1, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On November 8, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On November 8, 2023, the Company issued 25,000 shares of common stock to an investor for $25,000.
On November 8, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On November 8, 2023, the Company issued 20,000 shares of common stock to an investor for $20,000.
On November 10, 2023, the Company issued 25,600 shares of common stock to an investor for $25,600.
On November 13, 2023, the Company issued 20,000 shares of common stock for $20,000.
On November 21, 2023, the Company issued 250,000 warrants for common stock to Good Works Funding (which is controlled by our Interim CEO and CFO, Judith S. Miller) for a milestone on their consulting agreement.
On December 8, 2023, the Company issued 50,000 shares of common stock to an investor for $50,000.
On December 11, 2023, the Company issued 10,000 shares of common stock to an investor for $10,000.
On December 13, 2023, the Company issued 100,000 shares of common stock for $100,000.
On December 14, 2023, the Company issued 50,000 shares of common stock to an investor for $50,000.
On December 20, 2023, the Company issued 53,000 shares of common stock tfo an investor for $53,000.
On December 26, 2023, the Company issued 50,000 shares of common stock for $50,000.
On January 8, 2024, the Company issued 8,000 shares of common stock for $8,000.
The forgoing securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as there was no general solicitation, and the transactions did not involve a public offering.
Purchase of Equity Securities
None.
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Item 6. Selected Financial Data
As the Company is a “smaller reporting company,” this item is inapplicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 and summary of selected financial data for the Company. Such discussion represents only the best present assessment from our Management.
DESCRIPTION OF COMPANY
Genvor Incorporated (the “Company”) 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 (“Genvor”) to acquire (the “Acquisition”) Genvor. On March 2, 2022, the Company and Genvor entered into a merger agreement (the “Merger Agreement”) to consummate the Acquisition, and pursuant to which a wholly-owned subsidiary of the Company, Genvor Acquisition Corp., a Delaware corporation, would merge (the “Merger”) with and into Genvor, with each share of 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 Genvor, each share of 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 Genvor’s pre-merger shareholders (the “Merger Shares”), constituting a change of control of the Company, and Genvor became a wholly owned subsidiary of the Company. As a result of these transactions, the Company had 55,261,871 issued and outstanding common shares upon the closing of the share exchange with Genvor, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition.
As a result of the Acquisition, the Company’s business plan is that Genvor will be continuing its research and development addressing plant-based defense technology ich then can be commercialized to help farmers and growers globally to overcome potentially catastrophic losses resulting from plant disease, toxins, bacteria, and fungi that destroy their crops. These solutions can result in greater crop yields and economic savings, which can assist in overcoming world-wide food scarcity.
The Company’s technology was developed by two university scientists, Dr. Clayton Yates, and Dr. Jesse Jaynes, who shared a mission to develop crop protection technology designed to defend against crop diseases affecting both animals and humans alike. The Company’s technology is currently being advanced by the USDA in corn seed varieties and with U.S. Sugar in citrus trees.
The Company’s headquarters is located at 201 S. Elliott Road, Suite 538, Chapel Hill, NC. 27514.
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The following Management Discussion and Analysis should be read in conjunction with the financial statements and accompanying notes included in this Form 10-Q.
Plan of Operation
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 (“Genvor”) to acquire (the “Acquisition”) Genvor. On March 2, 2022, the Company and Genvor entered into a merger agreement (the “Merger Agreement”) to consummate the Acquisition, and pursuant to which a wholly-owned subsidiary of the Company, Genvor Acquisition Corp., a Delaware corporation, would merge (the “Merger”) with and into Genvor, with each share of 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 Genvor, each share of 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 Genvor’s pre-merger shareholders (the “Merger Shares”), constituting a change of control of the Company, and Genvor became a wholly owned subsidiary of the Company. As a result of these transactions, the Company had 55,261,871 issued and outstanding common shares upon the closing of the share exchange with Genvor, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition.
As a result of the Acquisition, the Company’s business plan is that of Genvor, and the Company is developing plant-based defense technology designed to help farmers achieve global food security.
Genvor History
The Company’s subsidiary, Genvor Inc. was incorporated under the laws of the State of Delaware on April 4, 2019, as “Nexion Biosciences Inc.,” and on January 22, 2020, its name was changed to “Genvor Inc.” Genvor Inc. develops plant-based defense technology designed to help farmers achieve global food security.
During May 2019, Genvor Inc. acquired Nexion Biosciences LLC (“NBLLC”) from a founder for nominal consideration. NBLLC was formed in the State of Delaware on December 28, 2018.
Genvor’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 effecting both animals and humans alike. Genvor’s technology is currently being advanced by the USDA in corn seed varieties and with U.S. Sugar in citrus trees.
Genvor’s headquarters is located at 201 S. Elliott Road, Suite 538, Chapel Hill, North Carolina 27514.
Genvor’s Operations
Overview
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. Genvor’s technology is currently being advanced by the USDA in corn seed varieties.
Dr. Jaynes has, over decades, perfected techniques for synthesizing and modifying anti-microbial peptides (“AMPs”).1
Genvor is a research and development (“R&D”) company, advancing the next generation of sustainable plant health solutions, which are designed to fight debilitating and deadly plant diseases, such as bacteria and fungi, in a broad spectrum of crop types through its proprietary library of patented anti-microbial peptides, or AMPs. These AMPs can be applied to plants in the form of non-chemical seed traits (“Transgenic” seed traits) – which imbue seeds with the desired traits, allowing plants to naturally produce Genvor’s AMPs – as well as a topical spray (“Bio-pesticide”) application. The AMPs are intended to help farmers worldwide achieve healthier and more productive crops, boosting yields and overcoming potentially catastrophic losses.
1 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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With critical global crop losses directly caused by plant disease exceeding $220 billion annually,2 solutions utilizing peptide technology are actively being evaluated worldwide. Genvor’s proprietary library of patented peptides, utilizing only naturally occurring substances, has been proven to enhance a plant’s ability to defend itself. In addition to crop disease defense, Genvor has created nutritional enhancement peptides (“NEPs”) which increase protein output by 5-10x in poultry and swine feed, such as corn or sweet potato, intended to deliver higher economic yields for farmers. Genvor’s approach does not use any harsh chemicals, which upon adoption should lead to reduced greenhouse gas emissions while conserving topsoil as compared to traditional petrochemical-based solutions. These technologies should translate into substantial savings for potential customers, while concurrently providing a more sustainable solution for organic or environmentally conscious growers.
Below is a summary of Genvor’s peptide development process.
2 https://www.fao.org/news/story/en/item/1402920/icode/.
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Commercialization of seed traits for corn, soy and cotton is among the Company’s immediate goals, while simultaneously developing an effective topical spray, and continued research into the nutritional enhancement of feed for swine and poultry. Genvor protects its comprehensive library of 24 proprietary peptides with two issued United States patents, and a third patent pending covering an additional 16 peptides. The following chart describes Genvor’s peptide development pipeline, showing the relative stages of different peptides and crop applications:
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:
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.
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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
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:
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 types10 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 a 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.
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
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.
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.
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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 $10 billion. The adoption of crop seeds with enhanced traits has been staggering with over 75% 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:
Corn with Genvor Seed Traits Growing in USDA Facility for Study
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
13 https://www.fortunebusinessinsights.com/industry-reports/genetically-modified-seeds-market-100389.
14 https://www.researchandmarkets.com/reports/5317983/agricultural-biologicals-market-forecasts-from.
15 Id.
16 Id.
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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 State, 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.
Below is a chart showing the average surveyed development costs of bringing a new plant trait to market in the United States:
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.
Citrus Licensing with Royalty
Genvor has established an initial licensing and royalty agreement with Southern Gardens Citrus, a division of U.S. Sugar, operating 6,600 acres of orange groves in Florida, utilizing Genvor’s AGM-176 and AGM-179 peptides, proving the effectiveness of these peptides on the crippling problems of canker on citrus crops. While 5+ years of studies showed the effectiveness of Genvor’s AGM-176 and AGM-179, Southern Gardens has not yet taken the usage of these solutions through regulatory approval for commercialization, which should generate royalty revenue to Genvor following receipt of such approval.
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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Discussions with Additional Third-Party Crop Growers
Genvor is in discussions with other major growers of other crop types regarding the potential funding of Genvor’s costs of research and development through to seed traits, topical spray, or both – all as a solution to fight toxins, bacteria or fungi that damage various spectrums of crop types. A licensing and royalty agreement with those growers are likely outcomes of any R&D funding agreement.
Financing Needs
Genvor is currently exploring financing options to generate the cash needed to pay for overhead, marketing, and production of peptides to be used in R&D, contributions to the CRADA and regulatory costs to take existing technology through the process. Additional financing may be required in the event self-funded R&D is needed. There are no plans currently to create Genvor’s own labs, greenhouses or fields or its research with the availability of utilizing existing labs, scientific and regulatory professionals – chiefly through its CRADA with the USDA.
Competition
Below are some of Genvor’s agriscience competitors.
Invaio Sciences - Peptide maSAMP (https://www.invaio.com/) is used to control citrus Huanglongbing, a destructive disease.
Plant Health Care - PREtec technology (https://www.planthealthcare.com/), from the American Plant Health Care (PHC) company, was patented in the United States in 2019. Its unique immune-inducing peptides and its mixtures with other products have been recognized for strengthening plant resistance to disease and stress, as well as promoting plant growth. All PREtec peptides are variants of natural proteins and break down rapidly in the environment, leaving no harmful residues on the crop or in the environment. In 2021, PHC launched PHC279 with PREtec technology in Brazil and sold it under the name of Saori™. This product is used as a seed treatment to prevent Asian soybean rust.
PHYTOTECH LABS FLG22 (https://phytotechlab.com/), from Phytotech, induces the natural immune response. Its sequence was derived from the highly conserved N-terminal region of Pseudomonas aeruginosa flagellin. FLG22 and its derivatives induce defense responses in Lycopersicon esculentum and Arabidopsis thaliana and have elicitor activity. Many immune induction peptides are in development.
CEV, SA (CEV) (https://cev.com.pt/ established in 2006 with the objective of developing a new patented protein-based bio-fungicide. The active ingredient is a polypeptide, named BLAD, which is extracted from the germinated seeds of lupines. BLAD’s multi-site targets cell walls, cell membrane and cell metabolism.
Syngenta Global https://www.syngenta.com/en Syngenta is a world market leader in crop protection products, developing and producing herbicides, insecticides, fungicides and seed treatment products for farmers and growers.
Hello Nature - https://www.hello-nature.com/us/ offers a range of biotechnological and certified solutions for modern and sustainable agriculture including natural bio-stimulants of vegetal origin, beneficial microbials and organic fertilizers.
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.
| 24 |
The following Management Discussion and Analysis should be read in conjunction with the financial statements and accompanying notes included in this Form 10-K.
COMPARISON OF THE YEAR ENDED SEPTEMBER 30, 2023, TO THE NINE MONTHS ENDED SEPTEMBER 30, 2022
Results of Operations
The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto for the year ended September 30, 2023, and the nine months ended September 30, 2022, and related management discussion herein.
Our consolidated financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).
Going Concern Qualification
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. As of September 30, 2023, the Company had an accumulated deficit of $17,719,307, incurred a net loss of $1,707,481 for the year ended September 30, 2023, requires capital for contemplated operational activities to take place. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with respect to operations include raising additional capital through sales of equity or debt securities as may be necessary to pursue such business plans and sustain operations until such time as the Company can merge with or be acquired by another entity. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.
Our operating results for the year ended September 30, 2023, and the nine months ended September 30, 2022, and the changes between those periods for the respective items, are summarized as follows:
Year Ended September 30, 2023 | Nine Months Ended September 30, 2022 | |||||||
| Operating loss | $ | (1,438,686 | ) | $ | (4,063,881 | ) | ||
| Total other income (expense) | (268,795 | ) | (176,228 | ) | ||||
| Net loss | $ | (1,707,481 | ) | $ | (4,240,109 | ) | ||
Revenues
We did not earn any revenues during the years ended September 30, 2023, or 2022.
Operating Loss
Our loss from operations decreased to $1,438,686 during the year ended September 30, 2023, from an operating loss of $4,063,881 in the nine months ended September 30, 2022. The following table presents operating expenses for the year ended September 30, 2023, and the nine months ended September 30, 2022:
Year Ended September 30, 2023 | Nine Months Ended September 30, 2022 | |||||||
| Professional fees | $ | 377,329 | $ | 233,153 | ||||
| Payroll related expenses | 171,856 | 284,746 | ||||||
| Research and development | - | - | ||||||
| Stock-based compensation | 977,235 | 3,512,500 | ||||||
| Depreciation expense | 1,832 | 1,374 | ||||||
| General and administrative expenses | (89,566 | ) | 32,108 | |||||
| Total Operating Expenses | $ | 1,438,686 | $ | 4,063,881 | ||||
| 25 |
We realized an increase in professional fees during the year ended September 30, 2023, as compared to the nine months ended September 30, 2022 primarily as a result of increased accounting, audit, and legal expenses incurred during 2023. Stock-based compensation expenses decreased during the year ended September 30, 2023, as compared to the nine months ended September 30, 2022 primarily as a result of the issuance of shares of common stock.
Net Loss
The Company incurred a net loss of $1,707,481 during the year ended September 30, 2023, as compared to a net loss of $4,240,109 during the nine months ended September 30, 2022, because of the increased operating expenses during 2022 described above.
Liquidity and Capital Resources
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.
Working Capital
The following table presents our working capital position as of September 30, 2023, and 2022:
September 30, 2023 | September 30, 2022 | |||||||
| Cash | $ | 44,354 | $ | 296,386 | ||||
| Current Assets | 66,329 | 298,386 | ||||||
| Current Liabilities | 1,787,059 | 1,621,174 | ||||||
| Working Capital (Deficiency) | $ | (1,720,730 | ) | $ | (1,569,268 | ) | ||
The increase in working capital deficiency as of September 30, 2023 as compared to September 30, 2022, was primarily due to the USDA CRADA liability decreasing from $246,400 as of September 30, 2022, to $0 as of September 30, 2023, increases in accounts payable and accrued expenses from $270,178 as of September 30, 2022 to $388,809 as of September 30, 2023, partially offset by the decrease in current assets as of September 30, 2023, as compared to September 30, 2022.
Cash Flow
We fund our operations with cash received from issuances of promissory notes and equity as described below.
Cash Flows from Operating Activities
We did not generate cash flows from operating activities for the year ended September 30, 2023, or for the nine months ended September 30, 2022. For the year ended September 30, 2023, and the nine months ended September 30, 2022, net cash used in operating activities were $871,734 and $553,236, respectively.
| 26 |
Cash Flows from Investing Activities
For the year ended September 30, 2023, and the nine months ended September 30, 2022, no cash flows were provided by or used in investing activities.
Cash Flows from Financing Activities
For the year ended September 30, 2023, and the nine months ended September 30, 2022, $619,702 and $465,000, respectively, in net cash was provided by financing activities. For the year ended September 30, 2023, and the nine months ended September 30, 2022, $265,000 and $300,000, respectively, in cash was provided by notes payable, and $354,702 and $165,000, respectively, in net cash was provided by sales of common stock.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrant and beneficial conversion feature debt discounts, valuation of share-based payments and the valuation allowance on deferred tax assets.
Investments in Equity
We measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value with the change in fair value included in net income. We use quoted market prices to determine the fair value of equity securities with readily determinable fair values. For equity securities without readily determinable fair values, we have elected the measurement alternative under which we measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Management assesses each of these investments on an individual basis.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
As the Company is a “smaller reporting company,” this item is inapplicable.
| 27 |
Item 8. Financial Statements and Supplementary Data
Genvor Incorporated
Table of Contents
| F-1 |
Your Vision Our Focus
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Genvor Incorporated
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Genvor Incorporated as of September 30, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended September 30, 2023 and the nine months ended September 30, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Genvor Incorporated as of September 30, 2023 and 2022, and the consolidated results of its operations and its cash flows for the year ended September 30, 2023 and the nine months ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated 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 Genvor Incorporated 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 audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Genvor Incorporated 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 entity’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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as Genvor Incorporated’s auditor since 2020.
December 22, 2023
| F-2 |
Genvor Incorporated
Consolidated Balance Sheets
September 30,
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Fixed assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Convertible notes payable | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Due to related party | ||||||||
| SBA loan | ||||||||
| USDA CRADA liability | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Convertible notes payable, net of discounts | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 6) | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ par value, shares authorized | ||||||||
| Preferred stock - series A, shares authorized, and shares issued and outstanding as of September 30, 2023, and 2022, respectively | ||||||||
| Preferred stock - series B, shares authorized, and shares issued as of September 30, 2023, and 2022, respectively, and outstanding as of September 30, 2023, and 2022, respectively | ||||||||
| Common stock, $ par value, shares authorized, and shares issued, issuable and outstanding as of September 30, 2023, and 2022, respectively | ||||||||
| Treasury stock, and shares of series B preferred stock at September 30, 2023, and 2022, respectively | ( | ) | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
Genvor Incorporated
Consolidated Statements of Operations
| For the | ||||||||
| For the | Nine Months | |||||||
| Year Ended | Ended | |||||||
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses | ||||||||
| Professional fees | ||||||||
| Payroll related expenses | ||||||||
| Research and development | ||||||||
| Stock-based compensation | ||||||||
| Depreciation expense | ||||||||
| Other general and administrative expenses | ( | ) | ||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on debt settlement | ( | ) | ( | ) | ||||
| Late fee capitalized into notes payable | ( | ) | ( | ) | ||||
| Amortization of debt discount | ( | ) | ||||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted net loss per common share | $ | ) | $ | ) | ||||
| Basic and diluted weighted average common shares outstanding | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
Genvor Incorporated
Consolidated Statements of Changes in Stockholders’ Deficit
For the Year Ended September 30, 2023, and the Nine Months Ended September 30, 2022
| Series A | Series B | Additional | Accumu- | |||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Treasury | Paid-in | lated | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Stock | Capital | Deficit | Total | |||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Common stock issued for services | - | - | ||||||||||||||||||||||||||||||||||||||
| Common stock issued for cash | - | - | ||||||||||||||||||||||||||||||||||||||
| Common stock issued for debt conversion | - | - | ||||||||||||||||||||||||||||||||||||||
| Payment for reverse capitalization | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| 419 fund raising services | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Founder shares issued | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for note receivable | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock for 2021 SPA | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Common stock issued to prior S-1 investors | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlements | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Beneficial conversion feature | - | - | - | |||||||||||||||||||||||||||||||||||||
| Net loss for the period ended September 30, 2022 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
Retrospective adoption of ASU 2020-06 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of Series A preferred stock | - | - | ||||||||||||||||||||||||||||||||||||||
| Conversion of common stock into Series B preferred stock | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Sale of common stock | - | - | ||||||||||||||||||||||||||||||||||||||
| Conversion of note payable into common stock | - | - | ||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable into warrants | - | - | - | |||||||||||||||||||||||||||||||||||||
| Issuance of warrants for services | - | - | - | |||||||||||||||||||||||||||||||||||||
| Conversion of liabilities into common stock | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for legal settlement | - | - | ||||||||||||||||||||||||||||||||||||||
| Return of treasury stock | ( | ) | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net loss for the period ended September 30, 2023 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | | $ | $ | ( | ) | $ | | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
Genvor Incorporated
Consolidated Statements of Cash Flow
| For the | ||||||||
| For the | Nine | |||||||
| Year | Months | |||||||
| Ended | Ended | |||||||
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Stock-based compensation | ||||||||
| Conversion of liabilities into common stock | ||||||||
| Late fee capitalized into notes payable | ||||||||
| Loss on debt settlement | ||||||||
| Common stock issued for interest expense | ||||||||
| Effects of the elimination of the beneficial conversion feature | ||||||||
| Beneficial conversion feature | ||||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Prepaid costs for reverse capitalization | ||||||||
| Other current assets | ( | ) | ||||||
| Receivables from related parties | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| USDA CRADA liability | ( | ) | ||||||
| Due to related party | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable | ||||||||
| Proceeds from sale of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Discount on notes payable | $ | $ | ||||||
| Conversion of note payable into common stock | $ | $ | ||||||
| Conversion of liabilities into common stock | $ | $ | ||||||
| Conversion of notes payable into warrants | $ | $ | ||||||
| Issuance of common stock for debt settlement | $ | $ | ||||||
| Fundraising services | $ | $ | ||||||
Fund | $ | $ | ||||||
| Prepaid costs for reverse capitalization recognized in additional paid-in capital | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
Genvor Incorporated
Notes to Consolidated Financial Statements
September 30, 2023
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 to be acquired by the Company as its wholly owned subsidiary and each share of Old Genvor common stock would be 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 being converted into the right to receive a share of the Company (the “Merger”). After closing of the Merger, the Company was renamed “Genvor Incorporated”. Genvor develops plant-based defense technology designed to help farmers achieve global food security.
During May 2019, Old Genvor acquired Nexion Biosciences LLC (“NBLLC”) from a founder for nominal consideration as a wholly owned subsidiary. NBLLC was formed in the state of Delaware on December 28, 2018. The consolidated financial statements of the Company include the accounts of Genvor Incorporated, Old Genvor, and its wholly owned subsidiary NBLLC. Intercompany accounts and transactions have been eliminated upon consolidation.
Nature of Operations
The Company’s business plan is that Genvor will be continuing its research and development addressing plant-based defense technology ich then can be commercialized to help farmers and growers globally to overcome potentially catastrophic losses resulting from plant disease, toxins, bacteria, and fungi that destroy their crops. These solutions can result in greater crop yields and economic savings, which can assist in overcoming world-wide food scarcity.
Basis of Presentation
The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and has a year-end of September 30. The wholly owned subsidiary has a year-end of December 31.
Due to the change in fiscal year-ends, the consolidated financial statements will reflect the balance sheets and the statements of changes in stockholders’ deficit dates of September 30, 2023, and September 30, 2022, whereas the statements of operations and statements of cash flows are for the year ended September 30, 2023, and the nine months ended September 30, 2022.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in the consolidation. The consolidated financial statements included herein, presented in accordance with US GAAP and stated in United States dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission.
| F-7 |
Liquidity and Going Concern
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. At September 30, 2023,
the Company had an accumulated deficit of $
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 financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash Flow Reporting
The Company follows Accounting Standards Codification (“ASC 230”), Statement of Cash Flows, for cash flow reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“indirect method”) as defined by ASC 230, to report net cash flow from operating activities by adjusting net income or loss to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income or loss that do not affect operating cash receipts and payments.
Cash
Cash
is comprised of cash balances. Cash is held at major financial institutions and is subject to credit risk to the extent that those balances
exceed applicable Federal Deposit Insurance Corporation (“FDIC”) insurance amounts of $
The Company maintains its cash balances at one financial institution that is insured by the FDIC. At September 30, 2023, the Company’s cash balances were not in excess of federally insured limits.
Fixed Assets
Fixed assets are comprised of furniture and equipment which are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, approximately seven years. Expenditures for minor enhancements and maintenance are expensed as incurred.
| F-8 |
Stock-Based Compensation
The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, Compensation – Stock Compensation, and Certain Redeemable Financial Instruments. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.
The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant and are re-measured at each reporting period through their vesting dates, as applicable. The fair value of stock-based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method.
Fair Value of Financial Instruments
The book values of cash, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).
The hierarchy consists of three levels
| ● | Level one — Quoted market prices in active markets for identical assets or liabilities; | |
| ● | Level two — Inputs other than level one inputs that are either directly or indirectly observable; and | |
| ● | Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. |
Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, payables, and accrued interest and short-term and long-term notes payable and are accounted for under the provisions of ASC 825, Financial Instruments. The carrying amount of these financial instruments, as reflected in the accompanying consolidated balance sheets approximates fair value.
Long-lived Assets
The Company’s long-lived assets and other assets (consisting of furniture, equipment, and a patent) are reviewed for impairment in accordance with the guidance of the ASC 360, Property, Plant, and Equipment, and ASC 205, Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management, which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During the year ended September 30, 2023, and the nine months ended September 30, 2022, the Company had not experienced impairment losses on its long-lived assets.
Research and Development
The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional service costs associated with the development of plant-based defense technology products. For the year ended September 30, 2023, and the nine months ended September 30, 2022, the Company had $ and $ in research and development expenses, respectively.
| F-9 |
Patents
Any patent costs for internally developed patents will be expensed as incurred. Costs to maintain and defend patents are recorded as administrative expenses in the statement of operations.
Purchased patents are recorded at cost and reviewed for impairment in accordance with the guidance of the ASC 360,
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.
The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions as of September 30, 2022. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. The Company does not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the nine months ended September 30, 2022.
Basic
net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share
(“EPS”) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of
stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per
share when the Company reports a loss because to do so would be anti-dilutive for the periods presented. The Company had total
potential additional dilutive securities outstanding at September 30, 2023 and 2022 of $
Recent Accounting Pronouncements
In
August 2020, the FASB issued Accounting Standards Updates (“ASU”) 2020-06, Debt with Conversion and Other
Options, which simplifies accounting for convertible instruments. The new guidance eliminates two of the three models in ASC
470-20 that require separating embedded conversion features from convertible instruments. The guidance also addresses how
convertible instruments are accounted for in the diluted earnings per share calculation. The guidance is effective for fiscal years
beginning after December 15, 2021. The Company evaluated the impact of ASU 2020-06 on its consolidated financial statements as it
was adopted in 2022 and the impact can be seen on the Consolidated Statements of Changes in Stockholders’ Deficit as it affected additional paid-in capital,
$
Recently Issued Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.
| F-10 |
NOTE 3 – BORROWINGS
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 $
Payable for Patent
Notes Payable
From time to time, the Company’s subsidiary, Genvor Inc., entered into unsecured notes payable with individual investors. Only Noteholder E (below) has security in the form of a personal guarantee by the CEO and prior consultant (Note 7). The terms of these notes are listed below. Several of the notes are convertible into shares of the Company’s common stock as detailed in the following schedule.
| Balance | ||||||||||||||||
| Convertible | ||||||||||||||||
| Interest | Loan | into | ||||||||||||||
| Noteholder | Origination | Maturity | Rate | Balance | Shares (c) | |||||||||||
| Brent Lilienthal (a) (b) | % | $ | N/A | |||||||||||||
| Mel Wentz (a) (b) | % | N/A | ||||||||||||||
| Kirk Huntsman (a) | % | N/A | ||||||||||||||
| John Hare (d) | unspecified | % | ||||||||||||||
| Barkley Capital LLC | % | |||||||||||||||
| (d) Debt discount | ||||||||||||||||
| $ | ||||||||||||||||
| (a) | |
| (b) | |
| (c) | |
| (d) |
The
notes do not have default provisions except for Mel Wentz receives a default penalty of $
The Company is currently disputing amounts claimed to be owed to two noteholders, Brent Lilienthal, and Mel Wentz, under state usury laws (See Note 6).
On
September 13, 2023, the Company entered into a convertible promissory note with Barkley Capital LLC for $
During
the nine months ended September 30, 2022, $
During
the year ended September 30, 2023, $
| F-11 |
Interest
expense totaled $
NOTE 4 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The authorized preferred stock of the Company consists of shares with a $ par value.
Series A Preferred Stock
On
August 10, 2022, the Company designated shares of its preferred stock as Series A Preferred Stock (“Series A”).
The preferred stock was issued on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), shares; Dr. Clayton Yates (Chief Scientific Officer and Chairman), shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), shares. See Note 7.
On September 28, 2023, as part of the Settlement Agreement with Bradley White (see Notes 6 and 7), Mr. White returned to the Company for cancellation of shares of Series A preferred stock.
As of September 30, 2023, and 2022, there were and shares of Series A preferred stock issued and outstanding, respectively.
Series B Preferred Stock
On
October 19, 2022, the Company filed a Certificate of Designation with the State of Nevada to designate its Series B Preferred Stock (“Series
B”). The designation authorized shares of Series B.
On October 19, 2022, the following shareholders converted shares of common stock of the Company into shares of Series B to modify the common shares outstanding to reduce the outstanding common stock issued by the Company, as follows:
| Name | Common Exchanged | Series B Issued | ||||||
| Jaynes Investment LLC (a) | ||||||||
| ACT Holdings LLC (a) | ||||||||
| LASB Family Trust (a) | ||||||||
| Jesse Michael Jaynes (a) | ||||||||
| Bradley White (a) | ||||||||
| PJ Advisory Group | ||||||||
| Total | ||||||||
| (a) |
| F-12 |
The conversion of the common stock into Series B was valued at par, respectively, offset to additional paid-in capital. Series B is convertible into common stock into the original amount of common stock converted therefore there is no change in the amount of common stock outstanding on a fully diluted basis.
On September 28, 2023, as part of the Settlement Agreement with Bradley White (see Notes 6 and 7), Mr. White returned to the Company for cancellation of shares of Series B preferred stock; however, the shares have not been canceled and are being held in treasury stock.
There were issued and outstanding at September 30, 2023 and shares as of September 30, 2022.
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.
On
April 21, 2022, the Company issued shares of common stock to an individual under a transfer and exchange agreement for a note receivable
held in NBFL (see Note 3). At the transfer date, the latest sale of common stock was at $, accordingly the shares were valued at
$
In connection with the Merger (see Notes 1 and 8), the founding shareholders of the Company cancelled shares of common stock, retaining 5%, or shares of common stock, as of June 30, 2022. The cancellation is presented in the accompanying statements of changes in stockholders’ deficit within the line item “Retroactive application of recapitalization.”
During
July 2022, the Company entered into a transfer and exchange agreement with an individual to issue shares of common stock for the
note receivable held in NBFL. Since NBFL had minimal assets and was dissolved during the year ended December 31, 2019, the note receivable
was immediately written-off. Based on the latest SPA price per share, the stock was valued at $ per share, or $
On September 8, 2022, the Company issued shares of common stock to a prior Nexion contractor. This was regarding a claim against the predecessor management and the Company opted as a settlement to issue the common stock.
Shares Issued for Services
During
the year ended September 30, 2023, and the nine months ended September 30, 2022, the Company issued and shares of common stock,
respectively, for business advisory services received, valued at $
On
February 18, 2022, the Company issued shares of common stock, valued at $
On
March 8, 2022, the Company issued shares of common stock to each of its three directors, for a total of shares issued
valued at $
During
April 2022, the Company issued shares of common stock to a consultant valued at $
On May 27, 2022, the Company issued shares of common stock for consulting services. Based on the latest third-party sale of common stock, this resulted in $ stock-based compensation.
On September 13, 2022, the Company issued shares of common stock to Scott Gann for services.
| F-13 |
Stock Issued for Cash
From
October through December 2021, the Company entered into fourteen stock purchase agreements (“SPA”) for the issuance of a
total of shares of common stock at prices ranging from $-$. The proceeds received under these SPAs totaled $
During
January and February 2022, the Company entered into six SPAs for the issuance of a total of shares of common stock at $.
The proceeds received under these SPAs totaled $
On
May 12, 2022, the Company entered into an SPA for the issuance of shares of common stock for $
During July 2022, the Company issued common stock shares to the prior S-1 investors pursuant to their subscription agreements.
During July 2022, the Company issued shares of common stock to a shareholder pursuant to a December 2021 SPA.
On
November 17, 2022, the Company issued shares of common stock to an investor for $
On
May 3, 2023, the Company issued shares of common stock to an investor for $
On
May 12, 2023, the Company issued shares of common stock to an investor for $
On
May 29, 2023, the Company issued shares of common stock to an investor for $
On
July 12, 2023, the Company issued shares of common stock to an investor for $
On
July 13, 2023, the Company issued shares of common stock to an investor for $
On
July 14, 2023, the Company issued shares of common stock to an investor for $
On July 14, 2023, the Company issued shares of common stock for the
conversion of accrued interest of $
On
July 17, 2023, the Company issued shares of common stock to an investor for $
On July 17, 2023, the Company issued shares of common stock to an
investor for $
On
August 25, 2023, the Company issued shares of common stock to an investor for $
On
September 16, 2023, the Company issued
shares of common stock for the settlement of a debt and accrued interest for $
On
September 19, 2023, the Company issued shares of common stock to an investor for $
Other Stock Issuances
On
June 14, 2023, the Company issued shares of common stock related to the conversion of a note payable for $
On
July 1, 2023, the Company issued shares of common stock related to the conversion of a note payable and accrued interest for $
Stock Options and Warrants
During the year ended September 30, 2023, the Company issued warrants for common stock of the Company. The issuance was for the following:
| ● | Services
- warrants for common stock with an exercise price of $ |
| ● | Services
by related party – warrants for common with an exercise price of $ |
| ● | Settlement
of debt – warrants for common stock with an exercise price of $ |
| ● | Conversion
of notes payable and accrued interest – warrants for common stock with an
exercise price of $ |
| F-14 |
NOTE 5 – FEDERAL INCOME TAX
As
of September 30, 2023, and 2022, 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
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Tax expense (benefit) at the statutory rate | $ | ( | ) | $ | ( | ) | ||
| State income taxes, net of federal income tax benefit | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Total | $ | $ | ||||||
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
The tax years 2023 and 2022 remain open for examination by federal agencies and other jurisdictions in which it operates.
The tax effect of significant components of the Company’s deferred tax assets and liabilities at September 30, 2023 and 2022, are as follows:
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Net operating loss carryforward | $ | $ | ||||||
| Total gross 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 earnings history of the Company, the net deferred tax assets for 2023 and 2022 were fully offset by a 100% valuation
allowance. The valuation allowance for the remaining net deferred tax assets was $
| F-15 |
NOTE 6 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that we believe could have a material adverse effect on its financial condition or results of operations.
The Company is currently disputing amounts claimed to be owed to two noteholders, Brent Lilienthal, and Mel Wentz, under state usury laws (see Note 3).
Subscription Agreement and Cash Held in Escrow
On
February 20, 2019, the Company entered into a subscription escrow agreement (the “Trust Agreement”) with Branch Banking and
Trust Company (“BB&T”). This Trust Agreement was established for the subscription agreement proceeds raised and escrowed
pursuant to the Company’s prior Rule 419 S-1 offering. The balance held in trust at September 30, 2023 and 2022, totaled $
Upon completion of the Merger (see Notes 1 and 8), the Company issued common stock shares to the investors in that prior S-1 offering during July 2022 and were released to the Company.
Consulting Agreements
During
the year ended September 30, 2023, and the nine months ended September 30, 2022, the Company paid the former CEO $
On
July 24, 2020, the Company entered into a consulting agreement for business development activities, networking, negotiations, and strategic
planning. The compensation pursuant to the agreement was $
On October 5, 2023, the Company entered into an Interim CEO & Executive Consultant Agreement (the “Executive Consulting Agreement”) with Judith S. Miller, pursuant to which Judith S. Miller would serve as the Company’s Interim CEO, and with the Executive Consulting Agreement intended to be considered effective as of June 20, 2023, the date of Ms. Miller’s original appointment as Interim CEO of the Company. Under the Executive Consulting Agreement, which can be terminated at any time with or without cause by the Company and upon 30 days’ advance written notice by Ms. Miller, Ms. Miller will act as the Interim CEO of the Company and, among other management duties, assist the Company in recruiting a full-time CEO and/or agricultural biotechnology management professional. Following the appointment of a full-time CEO, Ms. Miller will be retained as an executive consultant for a period of 6 months thereafter.
Office Lease
The
Company entered into a sublease agreement with the above consultant (providing business development assistance from 2019-2020) effective
August 1, 2019, subject to the terms and conditions of the office lease held by the consultant at 15540 Quorum Drive #2624, Addison,
Texas. On January 1, 2019, the Company adopted ASC 842 requiring this lease to be recorded as an asset and corresponding liability on
its balance sheet. The Company records rent expense associated with this lease on the straight-line basis in conjunction with the terms
of the underlying lease. A discount rate was not used in the determination of the right of use asset and liability since its effect would
not be significant. The lease moved to a month-to-month basis beginning in September 2021 at $
Research and Development Agreement
During
September 2020, the Company assumed a Cooperative Research and Development Agreement (“CRADA”) with the United States Department of Agriculture
(“USDA”), Agricultural Research Service (“ARS”). Under this agreement, the Company committed to funding the remaining amount due. As of September
30, 2023, and 2022, $
| F-16 |
Settlement Agreement
On
September 28, 2023, the Company entered into a Settlement Agreement with Bradley White, former CEO and director of the Company, who
was terminated on June 20, 2023. As part of the Settlement Agreement, Mr. White was to receive a total settlement of $
NOTE 7 – RELATED PARTY TRANSACTIONS
Consulting Agreement
On
October 5, 2023, the Company entered into an Interim CEO & Executive Consultant Agreement (the “Executive
Consulting Agreement”) with Judith S. Miller, pursuant to which Judith S. Miller would serve as the Company’s Interim
CEO, and with the Executive Consulting Agreement intended to be considered effective as of June 20, 2023, the date of Ms.
Miller’s original appointment as Interim CEO of the Company. Under the Executive Consulting Agreement, which can be terminated
at any time with or without cause by the Company and upon 30 days’ advance written notice by Ms. Miller, Ms. Miller will act
as the Interim CEO of the Company and, among other management duties, assist the Company in recruiting a full-time CEO and/or
agricultural biotechnology management professional. Following the appointment of a full-time CEO, Ms. Miller will be retained as an
executive consultant for a period of 6 months thereafter. For the year ended September 30, 2023, Ms. Miller has earned $
Share Issuances to the Board of Directors
On
March 8, 2022, the Company issued shares of common stock to each of its three directors, for a total of shares issued
valued at $
The Company issued Series A preferred stock on August 16, 2022, as follows: Bradley White (former Chief Executive Officer), shares; Dr. Clayton Yates (Chief Scientific Officer and Chairman), shares; and Dr. Jesse Jaynes (Chief Research Officer and Director), shares. See Note 4.
On October 19, 2022, the following shareholders converted shares of common stock of the Company into shares of Series B to modify the common shares outstanding to reduce the outstanding common stock issued by the Company, as follows:
| Name | Common Exchanged | Series B Issued | ||||||
| Jaynes Investment LLC (a) | ||||||||
| ACT Holdings LLC (a) | ||||||||
| LASB Family Trust (a) | ||||||||
| Jesse Michael Jaynes (a) | ||||||||
| Bradley White (a) | ||||||||
| PJ Advisory Group | ||||||||
| Total | ||||||||
| (a) |
On September 28, 2023, as part of the Settlement Agreement, Bradley White returned for cancellation shares of Series A preferred stock and shares of Series B preferred stock.
Services from Related Parties
The
daughter of the CEO and Board member was paid $
Receivables from Related Parties
During
2018, Robert Bubeck, former CEO, paid $
| F-17 |
Settlement Agreement
On
September 28, 2023, the Company entered into a Settlement Agreement with Bradley White, former CEO and director of the Company, who
was terminated on June 20, 2023. As part of the Settlement Agreement, Mr. White was to receive a total settlement of $
NOTE 8 – MERGER WITH OLD GENVOR
On May 27, 2022, the Company, formerly known as Allure Worldwide, Inc., Merger Sub, and Old Genvor completed the Acquisition and Merger transaction (Note 1). The transaction was completed pursuant to 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 in the Merger. Immediately upon completion of the Merger, the former stockholders of Old Genvor stockholders held a majority of the common stock and voting interest of the combined company.
In
the Merger, the Company issued shares of its common stock to Old Genvor stockholders at an exchange ratio of 1:1 (with each share of
Old Genvor common stock automatically converted in the merger into the right to receive a share of Company common stock, and a total
of shares of Company common stock issued to Old Genvor’s pre-merger stockholders). Pursuant to the original Acquisition
agreement and Merger, the Company’s founding shareholders retained % of the Company’s outstanding shares of common stock,
or shares (Note 4). After closing the Acquisition and for a period of two years following commencement of trading of the Company’s
common stock, the Company and Old Genvor agreed that the Company will make additional issuances of the Company’s common stock to
the founding shareholders to ensure that in the aggregate they maintain their
Pursuant to business combination accounting for reverse acquisitions, the Company accounted for the Merger as a capital transaction (reverse recapitalization) rather than a business combination (or asset acquisition). Since the Company was formerly a special purpose acquisition company (“SPAC”) with no assets and only expenses related to maintaining its public shell company status, and Old Genvor has cash, other assets, a contract with the USDA (Note 6), and has raised funds from investors, Old Genvor was determined to be the accounting acquirer. Because a reverse recapitalization is equivalent to the issuance of shares by the private operating company for the net monetary assets of the public shell company, the transaction costs incurred by Old Genvor to affect the recapitalization were recognized as a reduction in additional paid-in capital rather than expensed as incurred. The assets and liabilities of Old Genvor were consolidated with the Company at their book value, the equity accounts were retroactively adjusted to reflect the equity of the Company, with a balancing adjustment through the additional paid-in capital account.
During
the nine months ended September 30, 2022, and the year ended December 31, 2021, the Company paid $
NOTE 9 – INTELLECTUAL PROPERTIES
The Company was granted a patent (#11083775) on August 10, 2021, by the United States Patent and Trademark Office. The patent was assigned by the inventors to the Company and The United States of America, as represented by the Secretary of Agriculture.
NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet through the date of this filing and determined there were no events to disclose except the following.
On
November 1, 2023, the Company issued shares of common stock for $
On
November 1, 2023, the Company issued shares of common stock for $
On
November 1, 2023, the Company issued shares of common stock for $
On
November 1, 2023, the Company issued shares of common stock for $
On
November 8, 2023, the Company issued shares of common stock for $
On
November 8, 2023, the Company issued shares of common stock for $
On
November 8, 2023, the Company issued shares of common stock for $
On
November 8, 2023, the Company issued shares of common stock for $
On
November 10, 2023, the Company issued shares of common stock for $
On
November 13, 2023, the Company issued shares of common stock for $
On November 21, 2023, the Company issued warrants for common stock to Good Works Funding, Inc., which may be deemed to be beneficially owned by Judith S. Miller, a milestone on their consulting agreement.
On
December 8, 2023, the Company issued shares of common stock for $
On December 11, 2023, the Company issued shares
of common stock for $
On December 13, 2023, the Company issued shares of common stock for $
On December 14, 2023, the Company issued shares of common stock for $
On December 20, 2023, the Company issued shares of common stock
for $
On December 26, 2023, the Company issued shares of common stock for $
On January 8, 2024, the Company issued shares of common stock for $
| F-18 |
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 have 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, 2023. 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, 2021, 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, 2023, 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, 2023:
| 1. | Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures; | |
| 2. | Lack of functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; |
| 28 |
| 3. | 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; | |
| 4. | 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. |
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
Except as set forth above, 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 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.
| 29 |
Item 9B. Other Information.
None.
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 | ||
| Judith S. Miller | 76 | Interim Chief Executive Officer, Interim Chief Financial Officer (2) | ||
| Clayton Yates | 47 | Chief Scientific Officer, Director (1) | ||
| Jesse Jaynes | 72 | Chief Research Officer, Director (1) |
| (1) | Appointed on January 12, 2021. |
| (2) | Appointed on June 20, 2023. |
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.
Judith S. Miller, Esq.
Judith (“Judy”) S. Miller is a member of the Florida Bar, currently living in Chapel Hill, North Carolina. Judy was a seed-investor in the precursor company that was acquired by the Company in the reverse merger in 2022 (and which is now the Company’s wholly owned subsidiary: Genvor Inc., a Delaware corporation). She was a paid Consultant with the Company for 18 months prior to the combination of Genvor Inc. and the Company. She has continued to acquire more shares and owns approximately 6% of the Company and is familiar with the operations of the Company to date. Her focus is on completing the process for the Company to have its common stock quoted for trading on the OTC Link alternative trading system operated by OTC Markets Group Inc., securing R&D funding for further enhancing the value for the Company’s peptide technology, and conducting the search for a biotech-oriented, experienced manager as the next CEO of the Company. Judy has served as a Business Strategist for both domestic and international entities, is a Real Estate Developer and Film & Theater Producer. Judy earned her BAED and JD from the University of Florida, where she was also an Instructor of Business Law.
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 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.
As we have recently devoted efforts to exploring the intersection of technology and wholistic technology-based health treatments for a variety of mental health conditions, from autism to dementia and Alzheimer’s, we have also retained Board of Advisors composed of advisors we believe are competent to advise us regarding technology, sports health issues and treatments, and PTSD.
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 year ended September 30, 2023, and 2022, we did not have an independent director. Directors that were employees were not paid any fees for their role as director.
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 does not have directors’ and officers’ liability insurance insuring 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 two 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 December 31, 2023, were timely.
Family relationships
There are no family relationships among any of our officers or directors.
Item 11. Executive Compensation
The table below sets forth, for the year ended September 30, 2023 (“2023”) and 2022 (“2022”), the compensation earned by our executive officers and former executive officers.
| Deferred | Option and | All Other | ||||||||||||||||||||||||||||
| Name and | Compen- | Stock | Warrant | Compen- | ||||||||||||||||||||||||||
| Principal Position | Salary | sation | Bonus | Awards | Awards | sation | Total | |||||||||||||||||||||||
| Judith S. Miller, Esq. | 2023 | $ | 65,000 | $ | - | $ | - | $ | - | $ | 600,000 | (2) | $ | - | $ | 665,000 | ||||||||||||||
| Interim Chief Executive Officer and Chief Financial Officer (1) | 2022 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| Dr. Clayton Yates | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| Chief Scientific Officer, Director (3) | 2022 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| Dr. Jesse Jaynes | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| Chief Research Officer, Director (3) | 2022 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| Bradley White | 2023 | $ | 80,625 | $ | - | $ | - | $ | - | $ | - | $ | 66,348 | (5) | $ | 146,973 | ||||||||||||||
| Former Chief Executive Officer, Chief Financial Officer, and Director (4) | 2022 | $ | 125,986 | $ | - | $ | - | $ | - | $ | - | $ | 265,945 | (5) | $ | 391,931 | ||||||||||||||
| Robert Bubeck | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| Former Chief Executive Office, Chief Financial Officer and Director (6) | 2022 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| Margaret McLaughlin | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| Former Secretary and Director (6) | 2022 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
| (1) | Appointed on June 20, 2023. |
| (2) | Issued 600,000 warrants for milestones in consulting agreement. The warrants were issued on September 29, 2023, and expire on March 29, 2025, with an exercise price of $0.001. |
(3) (4) (5) |
Appointed on January 12, 2021. Appointed on January 12, 2021, and terminated on June 20, 2023. Consists of Company payments for Mr. White’s personal expenses. |
| (6) | Resigned on January 12, 2021. |
The Company has not entered into employment or similar agreements with any of our executive officers or directors except as follows:
On October 5, 2023, the Company entered into an Interim CEO & Executive Consultant Agreement (the “Executive Consulting Agreement”) with Judith S. Miller, pursuant to which Judith S. Miller would serve as the Company’s Interim CEO, and with the Executive Consulting Agreement intended to be considered effective as of June 20, 2023, the date of Ms. Miller’s original appointment as Interim CEO of the Company. Under the Executive Consulting Agreement, which can be terminated at any time with or without cause by the Company and upon 30 days’ advance written notice by Ms. Miller, Ms. Miller will act as the Interim CEO of the Company and, among other management duties, assist the Company in recruiting a full-time CEO and/or agricultural biotechnology management professional. Following the appointment of a full-time CEO, Ms. Miller will be retained as an executive consultant for a period of 6 months thereafter.
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While Ms. Miller is Interim CEO, she will be compensated as follows:
| (i) | Ms. Miller will be paid a cash fee of $20,000 per month, which will be accrued by the Company if funds are not available. | |
| (ii) | Ms. Miller will receive warrants to purchase shares of Company common stock at a $0.001 per share exercise price, exercisable on a cashless basis, with a 12-month term after issuance (“Warrants”) for 350,000 shares of Company common stock upon execution of the Executive Consulting Agreement. | |
| (iii) | Ms. Miller will receive Warrants for 250,000 shares of Company common stock upon clearance by the OTCQB marketplace and FINRA for an identified market maker to begin trading the Company’s common stock, and the issuance of a ticker symbol for the Company’s common stock. | |
| (iv) | Ms. Miller will receive Warrants for 250,000 shares of Company common stock upon the Company’s obtaining the results of scientific studies conducted a Confidential target for further use by the Company. | |
| (v) | Ms. Miller will receive Warrants for 250,000 shares of Company common stock upon the Company’s receipt of a working agreement with this Confidential target a licensing and royalty arrangement with them. | |
| (vi) | Ms. Miller will receive Warrants for 250,000 shares of Company common stock upon the Company resolving all claims against Bradley White, either through litigation or settlement. | |
| (vii) | Ms. Miller will receive Warrants for 100,000 shares of Company common stock upon the Company hiring a full-time CEO. | |
| (viii) | Ms. Miller will receive Warrants for 250,000 shares of Company common stock upon the Company (i) planning and launching a secondary investment offering, expected to be from $20,000,000 to $30,000,000, with the first tranche or raise objective expected to be from $4,000,000 to $7,000,000, and (ii) the Company’s successful minimum raise of $3,000,000 in that offering. |
Notwithstanding the foregoing, Warrants will not be issued to Ms. Miller until the date that the Company’s common stock has an average daily trading volume of at least 1,000 shares for at least 5 consecutive days as reported by OTCMarkets.com. During the 6 months following the date that a full-time CEO is appointed, and Ms. Miller will be an executive consultant, and Ms. Miller will be paid a cash fee of $10,000 per month and an equity fee consisting of Warrants for 25,000 shares of Company common stock per month.
Outstanding Equity Awards at Fiscal Year-End
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, 2023, and 2022. As described above, Ms. Miller has now received 600,000 Warrants considered effective as of September 30, 2023, and such Warrants are considered vested.
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, 2023, and 2022, 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding beneficial ownership of our common stock as of January 15, 2023, by (i) each person known by us to be the beneficial owner of more than 5% of any class of our voting equity, (ii) each director and each of our named executive officers and (iii) all executive officers and directors as a group.
The number of shares of stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
The information reflected in the following table was, unless otherwise specified, the address of each of the persons set forth below or is in care of the Company at the Company’s address.
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| Title of Class | Name & Address of Beneficial Owners | Amount & Nature of Beneficial Ownership (1) | Percent of Class (2) | |||||||
| Common Stock | Judith S. Miller (3) | 1,106,170 | (4) | 5.8 | % | |||||
| Common Stock | Dr. Clayton Yates (5) | 7,312,623 | (6) | 27.6 | % | |||||
| Common Stock | Dr. Jesse Jaynes (7) | 6,767,623 | (8) | 26.0 | % | |||||
| Common Stock | All Officers and Directors as a Group | 15,186,416 | 44.1 | % | ||||||
| Common Stock | John Coutris | 1,789,843 | (9) | 8.5 | % | |||||
| Series B Preferred Stock | Dr. Clayton Yates | 731,262 | 46.9 | % | ||||||
| Series B Preferred Stock | Dr. Jesse Jaynes | 676,762 | 43.4 | % | ||||||
| Series B Preferred Stock | All Officers and Directors as a Group | 1,408,024 | 90.4 | % | ||||||
| Series B Preferred Stock | John Coutris | 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 | 6 | 100 | % | ||||||
| (1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of the Company’s common stock unless otherwise stated herein. | |
| (2) | As of November 7, 2023, a total of 19,216,936 shares of the Company’s common stock, 6 shares of Series A Preferred Stock, and 1,558,024 shares of Series B Preferred Stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). For each beneficial owner above, any shares of common stock issuable upon conversion of Series A Preferred Stock or Series B Preferred Stock within 60 days have been included for purposes of calculating the relevant percentage ownership. Each share of Series A Preferred Stock converts into 1 share of common stock (but has super-voting power and entitles the holder to 10,000,000 votes), and each share of Series B Preferred Stock converts into 10 shares of common stock at the election of the holder (and entitles the holder to 10 votes). | |
| (3) | Interim Chief Executive Officer and Chief Financial Officer. | |
| (4) | 1,106,170 shares of common stock are held in the name of Good Works Funding Inc., which may be deemed to be beneficially owned by Ms. Miller. | |
| (5) | Chief Scientific Officer & Director. | |
| (6) | 731,262 shares of Series B Preferred Stock are held in the name of ACT Holdings LLC, which may be deemed to be beneficially owned by Dr. Yates, and such shares of Series B Preferred Stock are convertible into 7,312,620 shares of common stock. 3 shares of Series A Preferred Stock are held directly by Dr. Yates, and such shares of Series A Preferred Stock are convertible into 3 shares of common stock. | |
| (7) | Chief Research Officer & Director. | |
| (8) | 476,762 shares of Series B Preferred Stock are held jointly in the name of Dr. Jaynes and his spouse, 200,000 shares of Series B Preferred Stock held in the name of the Jaynes Investment LLC, which may be deemed to be beneficially owned by Dr. Jaynes, and such shares of Series B Preferred Stock are convertible into 6,767,620 shares of common stock. 3 shares of Series A Preferred Stock are held directly by Dr. Jaynes, and such shares of Series A Preferred Stock are convertible into 3 shares of common stock. | |
| (9) | 198,637 shares of common stock are held in the name of John Coutris, 91,206 shares of common stock are held in the name of Callie Coutris, John Coutris’s spouse, and 150,000 shares of Series B Preferred Stock are held in the name of PJ Advisory Group, which may be deemed to be beneficially owned by Mr. Coutris. Such shares of preferred stock are convertible into 1,500,000 shares of common stock. The address of John Coutris, Callie Coutris, and PJ Advisory Group is 7227 Centenery Ave., Dallas, Texas, 75225. |
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Item 13. Certain Relationships and Related Transactions
Transactions with Related Persons
None
The Company does not own or rent property. The office space is provided by an officer at no charge.
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 year ended September 30, 2023, and the nine months ended September 30, 2022, for the categories of services indicated.
| For the | ||||||||
| For the | Nine Months | |||||||
| Year Ended | Ended | |||||||
| September 30, | September 30, | |||||||
| 2023 | 2022 | |||||||
| Audit fees | $ | 72,900 | $ | 42,000 | ||||
| Audit related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | $ | 72,900 | $ | 42,000 | ||||
On December 16, 2020, we engaged Turner, Stone & Company, L.L.P. (“Turner”) of Dallas, Texas, as our new 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, Financial Statement Schedules
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
** Filed herewith.
*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of 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/ Judith S. Miller | January 16, 2024 | |
| 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/ Clayton Yates | January 16, 2024 | |
| Director | Date | |
| /s/ Jesse Jaynes | January 16, 2024 | |
| Director | Date |
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