GNVR 10-K
Genvor Inc (GNVR)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Mark One
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TABLE OF CONTENTS
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FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs, and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our financial statements for Genvor Incorporated. Such discussion represents only the best present assessment from our Management.
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PART I
Item 1: Business
Genvor Incorporated (the “Company” or “Genvor”) was incorporated in Florida on September 26, 2018, as “Allure Worldwide, Inc.,” and as of November 18, 2019, redomiciled to Nevada. On June 24, 2022, the Company changed its name to from “Allure Worldwide, Inc.” to “Genvor Incorporated.”
The Company was originally formed with the intention of seeking to acquire the assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. On January 11, 2021, the Company entered into an Exchange Agreement (the “Purchase Agreement”) with Genvor Inc., a Delaware corporation (“Old Genvor”) to acquire (the “Acquisition”) Old Genvor. On March 2, 2022, the Company and Old Genvor entered into a merger agreement (the “Merger Agreement”) to consummate the Acquisition, and pursuant to which a wholly-owned subsidiary of the Company, Genvor Acquisition Corp., a Delaware corporation (“Merger Subsidiary”), merged (the “Merger”) with and into Old Genvor, with each share of Old Genvor common stock issued immediately prior to the time of the merger automatically converted into the right to receive one share of common stock of the Company.
On May 27, 2022, the Acquisition closed, Merger Subsidiary merged with and into Old Genvor, each share of Old Genvor was exchanged for the right to receive one share of Company common stock, 35,261,871 shares of Company common stock were issued to Old Genvor’s pre-merger shareholders (the “Merger Shares”), constituting a change of control of the Company, and Old Genvor became a wholly owned subsidiary of the Company. As a result of these transactions, the Company had 55,261,871 issued and outstanding common shares upon the closing of the Acquisition, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition.
Business Overview and Strategic Direction
As a result of the Acquisition, the Company’s business plan is to continue the research, development, and future commercialization of sustainable crop protection and plant health solutions through its wholly owned subsidiary, Genvor. Genvor leverages a proprietary and growing library of patented peptides to address critical challenges in global agriculture. These peptides, which include antimicrobial peptides (AMPs) and nutritionally enhanced peptides (NEPs), are being developed to support plant defense against a wide spectrum of threats, including pathogens (fungi, bacteria, and viruses), toxins, and pest-related crop damage.
In addition to direct disease resistance, Genvor’s peptide technologies show promising potential in other vital areas of crop protection and productivity. These include improved nutrient uptake efficiency, plant vigor, and stress tolerance, as well as insect control through naturally derived, targeted bioactive mechanisms. These multifunctional properties of peptides may lead to reductions in chemical pesticide usage and enhanced yield outcomes, contributing to more sustainable and economically viable farming systems.
The company believes these technologies, once commercialized, may provide material benefits to growers globally by mitigating losses from plant disease and environmental stress, thereby supporting increased yields and improved food security in regions facing agricultural constraints.
Beyond plant health, Genvor is also evaluating cross-sector applications of its peptide portfolio in animal health. Early research and collaboration opportunities are exploring the use of nutritionally enhanced peptides (NEPs) to improve feed efficiency, gut health, and overall performance in livestock and aquaculture systems. These applications align with global efforts to enhance protein production efficiency across the food chain, reduce reliance on antibiotics, and improve sustainability in animal agriculture.
The Company’s strategic vision includes both internal development and external partnerships to accelerate the validation, regulatory approval, and commercialization of its core peptide technologies across plant and animal sectors. Genvor’s integrated approach to biological innovation places it at the intersection of agricultural productivity, environmental stewardship, and food system resilience.
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.
Dr. Jaynes has, over decades, focused on perfecting techniques for synthesizing and modifying anti-microbial peptides (“AMPs”).1
Genvor’s headquarters is located at 1550 W Horizon Ridge Pkwy, Ste R #3040, Henderson, Nevada.
Genvor’s Operations
Overview
Genvor is a research and development (“R&D”) company advancing the next generation of sustainable plant and animal health solutions through its proprietary library of patented peptides. The Company’s platform centers on the development of anti-microbial peptides (“AMPs”), which are designed to combat a broad spectrum of debilitating and destructive plant diseases—including bacterial, fungal, and viral pathogens—that threaten crop productivity worldwide. These peptides are being developed for two primary agricultural applications: (1) as a non-chemical transgenic seed trait, whereby crops are engineered to express specific AMPs internally; and (2) as a topical or foliar biological spray application (“bio-pesticide”) that can be used in integrated pest and disease management strategies.
These peptide-based solutions are intended to help farmers worldwide increase crop health and yield while reducing dependence on conventional petrochemical-based pesticides. According to industry research, global crop losses attributed to plant disease exceed $220 billion annually.² Genvor’s innovations aim to provide a sustainable, environmentally responsible alternative using naturally occurring peptide compounds to enhance plants' innate immune responses, reduce pathogen colonization, and mitigate yield losses.
Beyond disease resistance, Genvor’s proprietary peptide library also includes peptide candidates designed to support improved nutrient uptake, plant vigor, and stress resilience. These multifunctional peptides are being evaluated for their potential to increase agricultural efficiency and reduce input costs, with promising results across various crop types.
In addition to its agricultural applications, Genvor is expanding its research into nutritionally enhanced peptides (“NEPs”) for use in animal feed. These NEPs have demonstrated the potential to increase protein expression in feed crops such as corn and sweet potato by 5–10x, which could improve feed efficiency and nutrient density in poultry, swine, and aquaculture systems. This development represents a potential cross-sector opportunity to enhance sustainability and economic return in the broader animal protein value chain.
All of Genvor’s peptides are composed of naturally derived amino acid sequences and are developed without the use of toxic chemicals. As a result, adoption of these technologies could contribute to reduced greenhouse gas emissions, improved soil health, and alignment with regenerative agriculture practices. The Company believes these innovations will translate into meaningful economic and environmental benefits for a range of growers, from conventional to organic operations.
Genvor’s mission is to provide scalable biological solutions to address some of the most pressing challenges in global agriculture and food production, supporting yield improvements, reduced environmental impact, and increased food system resilience. The Company is pursuing regulatory pathways and strategic collaborations to advance the development and commercialization of its peptide technologies for both domestic and international markets.
Below is a summary of Genvor’s peptide development process.
1See, e.g., Rajasekaran, K. Jaynes, J.M. and Cary, J.W. (2009) Transgenic Expression of Lytic Peptides in Food and Feed Crops to Control Phytopathogens and pre-harvest Mycotoxin Contamination. In: Mycotoxin Prevention and Control in Agriculture, Chapter 9, pp 119-142. American Chemical Society Symposium Vol. 1031.
2 https://www.fao.org/news/story/en/item/1402920/icode/.
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Commercialization of Genvor’s peptide technologies is a key strategic priority, with an initial focus on developing seed trait integrations for major row crops such as corn, soybeans, and cotton. These transgenic applications aim to embed Genvor’s proprietary anti-microbial peptides (AMPs) directly into the plant genome, enabling continuous, internal expression of disease-resistant traits throughout the crop lifecycle. In parallel, the Company is advancing the development of a topical or foliar spray formulation—classified as a biological pesticide—for foliar application across a broad range of crops. This foliar application offers a more immediate regulatory path and near-term market entry opportunity while serving as a complementary tool to trait-based solutions.
Concurrently, Genvor is pursuing research and validation of its nutritionally enhanced peptides (NEPs), which are designed to significantly increase the protein content and feed efficiency of common animal feedstocks such as corn and sweet potato. These peptides are intended to support performance improvements across poultry, swine, and aquaculture production systems, potentially reducing feed conversion ratios and contributing to more sustainable and profitable animal protein production.
The Company’s peptide platform is protected by a robust intellectual property (IP) portfolio. Genvor currently holds two issued United States patents covering a core library of 24 proprietary peptides and thousands of other design candidates and has a third patent pending that covers an additional 16 peptides. These peptides represent a diversified pipeline of bioactive compounds under evaluation for applications across plant health, nutrient optimization, pest control, and animal feed enhancement.
The following chart outlines Genvor’s development pipeline, highlighting the current stage of each peptide candidate and its associated crop or livestock application. This visual summary reflects the Company’s integrated and multi-sector approach to biological innovation, with both near- and long-term opportunities across agricultural and animal protein health markets.
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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.
Genvor utilizes a proprietary peptide design and development methodology originally conceived by its founder, Dr. Jesse Jaynes. This method is rooted in a phenotype-driven model first developed in the mid-1980s, which enables the expedited identification, optimization, and functional testing of bioactive peptides. The approach is designed to accelerate the discovery process while improving peptide efficacy through targeted structure-activity modeling.
This methodology has been refined over several decades and has demonstrated utility across multiple domains, including agricultural crop protection, animal health, and human health research. Genvor continues to apply and evolve this model to support the rapid development of novel peptides with applications in plant disease resistance, nutrient enhancement, pest management, and feed efficiency improvement. The Company believes this foundational platform provides a strategic advantage in both speed to market and the functional performance of its proprietary peptide candidates.
10 Broad-Spectrum Antimicrobial Activity of Synthetic Peptides GV185 and GV187, Rebecca R. Sweany, Jeffrey W. Cary, Jesse M. Jaynes and Kanniah Rajasekaran, March 20, 2023.
11 Id.
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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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Financing Needs and Infrastructure Planning
Genvor is actively evaluating various financing options to support its near- and mid-term operational and strategic objectives. The Company anticipates that additional capital will be required to fund general corporate overhead, research and development (R&D) activities, peptide production for testing and validation, contributions under its Cooperative Research and Development Agreement (CRADA) with the United States Department of Agriculture (USDA), and associated regulatory and commercialization efforts.
While Genvor has primarily leveraged external research infrastructure through collaborations and government partnerships to date, the Company is assessing the potential establishment of a dedicated laboratory facility in or near Sacramento, California, to support internal R&D and pilot-scale development. Additional lab sites, greenhouses, or field trial locations may be established in the future, either independently or in collaboration with commercial agricultural input partners, as the Company scales its development and testing efforts.
At present, there are no definitive plans to construct or acquire independent laboratory or greenhouse infrastructure. Genvor continues to rely on existing resources available through its strategic partnerships, including access to scientific, regulatory, and field-testing capabilities through the USDA CRADA and affiliated research partners. However, the Company may pursue additional financing in the future if internal infrastructure development or self-funded research programs are deemed beneficial to accelerate commercialization or expand the scope of its technology platform.
Competition
Peptide-Based Crop Protection: Competitive Landscape
1. Vestaron Corporation (www.vestaron.com)
Vestaron is a U.S.-based biopesticide innovator offering peptide-derived insecticides such as Spear® T and Spear® RC, designed to target Lepidoptera, thrips, mites, and other pests on crops like cotton, soy, rice, and specialty horticulture. These products are EPA-registered in the U.S. and approved in Europe, with favorable environmental profiles—short re-entry intervals and zero pre-harvest interval—and scalable in partnership with ADM (micro-pep.com).
2. BASF SE (www.basf.com)
BASF incorporates peptide-enhanced crop protection products into its global portfolio, including Inscalis® for rice blight and peptide-chemical hybrid solutions. The company’s peptide R&D is bolstered by technologies acquired from ZedX and utilizes advanced computational discovery methods.
3. Syngenta Crop Protection (www.syngenta.com)
Syngenta is advancing peptides in its research pipeline, focused on fungal disease control and enhanced through its acquisition of Valagro. The company routinely uses virtual screening and other digital tools to identify peptide-based actives aligned with its integrated pest and disease management strategies.
4. Micropep Technologies (www.micro-pep.com)
France-headquartered Micropep is pioneering micropeptide solutions via its Krisalix™ AI-powered platform, which enables rapid discovery of bioactive micropeptides. The company recently completed a €8.5 million Series A financing round and a $29 million Series B round—bringing total funding to over $51 million—to support field trials and regulatory development, including EPA classification for its first biofungicide candidate MPD-01 (micro-pep.com).
5. Hello Nature (formerly Italpollina) (www.hello-nature.com)
Hello Nature is a global provider of plant-stimulating peptides (PSP) used as biostimulants—specifically in its Hi-Q, Cerbero Green, and Plant Stimulating Peptides lines—for broad applications in integrated and organic agriculture, including root development, stress resilience, nutrient uptake, and yield enhancement (hello-nature.com).
Summary Table
| Company | Website | Peptide Product(s) / Platform | Highlights |
| Vestaron | vestaron.com | Spear® T, Spear® RC | EPA-registered, ADM scale, targeted insect control |
| BASF SE | basf.com | Inscalis®, peptide-chemical hybrids | Global reach, peptide discovery via ZedX |
| Syngenta | syngenta.com | Fungus-targeted peptide discovery pipeline | Digital screening, Valagro acquisition |
| Micropep | micro-pep.com | Krisalix™, MPD-01 biofungicide | $51M+ funding, EPA classification underway |
| Hello Nature | hello-nature.com | Hi-Q, Cerbero Green, PSP biostimulants | Biostimulants for root, stress, nutrient traits |
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Sym Agro - https://sym-agro.com/ serves horticultural and agricultural specialty markets with an assortment of fertilizers, fungicides, biologics, and pesticides. ProBlad® Verde fungicide is available in the US for use on a variety of crops, including stone fruit, cane berries, strawberries, pome fruits, grapes, almonds, leafy greens, herbs, and tomatoes.
Innatrix – Products under development in their pipeline: InnaLB™ (Potato Late Blight) - Peptide product to stop late blight infection, by interfering with critical late blight effectors, InnaNema™ (Soybean Cyst Nematode) Seed treatment product to stop nematode infection and reproduction process on soybean roots, by RNAi technology, and nnaHLB™ (Citrus Greening) Peptide product to stop citrus greening infection by interfering with critical citrus greening effector.
Reports to Security Holders
We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission (the “SEC”) voluntarily to disclose material information regarding the Company to the public. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.
The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.
Government Regulations
We believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States. There are no current orders or directions relating to our company with respect to the foregoing laws and regulations.
19 See, e.g., Rajasekaran, K. Jaynes, J.M. and Cary, J.W. (2009) Transgenic Expression of Lytic Peptides in Food and Feed Crops to Control Phytopathogens and pre-harvest Mycotoxin Contamination. In: Mycotoxin Prevention and Control in Agriculture, Chapter 9, pp 119-142. American Chemical Society Symposium Vol. 1031.
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Environmental Regulations
While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.
Employees
As of September 30, 2024, we had one full-time employee.
Property
The Company does not own or rent property. The Company’s office space is virtual and 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 1C. Cybersecurity
| ● | Basic Security Software: We use standard antivirus and anti-malware software for protection against common threats. |
| ● | Password Policies: Simple password policies are in place to protect access to our systems. |
However, we recognize the importance of cybersecurity and are in the process of developing more robust strategies. We plan to:
| ● | Develop a Cybersecurity Framework: Establish a formal risk assessment process to identify vulnerabilities. |
| ● | Engage Cybersecurity Expertise: Consider hiring or consulting with cybersecurity professionals to guide our strategy. |
| ● |
| ● |
| ● | Expertise: Our current management and Board do not have in-depth cybersecurity expertise. We are considering educational opportunities or consulting to address this gap. |
Item 2. Properties
We do not own any real estate or other properties.
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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 February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendants’ improper receipt of shares of Company common stock under agreements which required the defendants to provide services to the Company and which services the defendants ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendants’ shares of Company common stock and for them to be returned to the Company. The Company and Mr. Kimbrough have settled the claims in dispute and are working to effect the settlement terms before dismissal.
On April 12, 2024, the Company filed suit against Richard Saied, in the 192nd Judicial District Court for Dallas County, Texas (case no. DC-24-05442), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendant’s improper receipt of shares of Company common stock under an agreement which required the defendant to provide services to the Company and which services the defendant ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendant’s shares of Company common stock and for them to be returned to the Company.
Item 4. Mine Safety Disclosures
Not applicable to our Company.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
There is no “established trading market” for shares of the Company’s common stock. Previously, the Company’s common stock was quoted on the OTC Link ATS (alternative trading system) operated by OTC Markets Group Inc. under the symbol “GNVR,” but the Company is no longer eligible for proprietary broker-dealer quotations is not currently quoted on the OTC Link ATS or any securities exchange. 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 ATS 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 fiscal years ended September 30, 2024, and 2023, cannot be shown as the Company’s quotation data is no longer available on otcmarkets.com.
The future sale of the Company’s presently outstanding “unregistered” and “restricted” common stock by present members of management and persons who own more than five percent of the Company’s outstanding voting securities may have an adverse effect on any “established trading market” that may develop in the shares of the Company’s common stock.
Holders
As of July 14, 2025, the Company had approximately 195 shareholders of record of common stock, including shares held in “street name” by banks, brokerage clearing houses, depositories or otherwise in unregistered form.
Transfer Agent
The Company’s transfer agent is Securities Transfer Corporation, Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, Texas, 75093, Telephone: (469) 633-0088.
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Dividend Distributions
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Securities authorized for issuance under equity compensation plans.
The Company does not have a stock option plan.
Penny Stock
Our common stock is considered “penny stock” under the rules of the Securities and Exchange Commission under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:
| ● | contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; | |
| ● | contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; | |
| ● | contains a toll-free telephone number for inquiries on disciplinary actions; | |
| ● | defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and | |
| ● | contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
| ● | bid and offer quotations for the penny stock; | |
| ● | the compensation of the broker-dealer and its salesperson in the transaction; | |
| ● | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and | |
| ● | monthly account statements showing the market value of each penny stock held in the customer’s account. |
In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
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Related Stockholder Matters
Unregistered Sales of Equity Securities
On September 9, 2024, the Company and Chris Peterman entered into a convertible promissory note agreement, providing for the issuance of a note in the principal amount of $20,000. In addition, the Company issued Chris Peterman a stock purchase warrant to acquire 40,000 shares of common stock of the Company at a per share price of $0.01. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair value of the warrants issued to the investor was $40,000. Therefore, the Company recorded debt discount of $13,333 related to the warrants issued to the investor, which will be amortized over the term of the note.
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. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations for the years ended September 30, 2024 and 2023 should be read in conjunction with our consolidated financial statements and related notes to those consolidated financial statements that are included elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-looking Statements
All statements other than statements of historical fact included in this Annual Report Form 10-K including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report on Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of a number of factors, including those set forth under the risk factors and business sections in this Annual Report on Form 10-K.
Overview
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’s subsidiary, Genvor Inc. was incorporated under the laws of the State of Delaware on April 4, 2019, as Nexion Biosciences Inc. and on January 22, 2020, its name was changed to Genvor Inc. Genvor Inc. develops plant-based defense technology designed to help farmers achieve global food security.
During May 2019, Genvor Inc. acquired Nexion Biosciences LLC (“NBLLC”) from a founder for nominal consideration. NBLLC was formed in the State of Delaware on December 28, 2018.
The Company was originally formed with the intention of seeking to acquire the assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. On January 11, 2021, the Company entered into an Exchange Agreement (the “Purchase Agreement”) with Genvor Inc., a Delaware corporation (“Old Genvor”) to acquire (the “Acquisition”) Old Genvor. On March 2, 2022, the Company and Old Genvor entered into a merger agreement (the “Merger Agreement”) to consummate the Acquisition, and pursuant to which a wholly-owned subsidiary of the Company, Genvor Acquisition Corp., a Delaware corporation, would merge (the “Merger”) with and into Old Genvor, with each share of Old Genvor common stock issued immediately prior to the time of the merger automatically converted into the right to receive one share of common stock of the Company.
On May 27, 2022, the Acquisition closed, Merger Subsidiary merged with and into Old Genvor, each share of Old Genvor was exchanged for the right to receive one share of Company common stock, 35,261,871 shares of Company common stock were issued to Old Genvor’s pre-merger shareholders (the “Merger Shares”), constituting a change of control of the Company, and Old Genvor became a wholly owned subsidiary of the Company. As a result of these transactions, the Company had 55,261,871 issued and outstanding common shares upon the closing of the share exchange with Old Genvor, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition.
As a result of the Acquisition, the Company’s business plan is that Old Genvor will be continuing its research and development addressing plant-based defense technology ich then can be commercialized to help farmers and growers globally to overcome potentially catastrophic losses resulting from plant disease, toxins, bacteria, and fungi that destroy their crops. These solutions can result in greater crop yields and economic savings, which can assist in overcoming world-wide food scarcity.
The Company’s technology was developed by two university scientists, Dr. Clayton Yates, and Dr. Jesse Jaynes, who shared a mission to develop crop protection technology designed to defend against crop diseases affecting both animals and humans alike.
Recent Activity
The Company actively participated in prominent biotechnology conferences and significant industry events. Moreover, productive engagements with USDA partners have enhanced our ongoing multi-year studies on seed traits in corn, focusing on combatting a wide array of pathogens, including aflatoxin.
Our outreach efforts extended to major agricultural enterprises, facilitating discussions on potential partnership opportunities to bring Genvor’s peptide portfolio to market. Multiple product formats are currently under evaluation and development, with our steadfast commitment to the license-first business model. The company is collaborating with several contract manufacturing firms to develop efficient and cost-effective manufacturing systems. This initiative aims to meet the manufacturing requirements of commercial partnerships and ensure the ability to offer economically viable pricing that aligns with market expectations in the global agricultural sector.
Exploration of international animal health research collaborations is underway, including discussions with a leading animal health research company. Concurrently, we are intensifying efforts in non-GMO product development and expediting the innovation of novel peptides.
In August 2024 Genvor was awarded the Golden Ticket by Bayer.
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Strategic Collaboration with Bayer: Golden Ticket Award
In 2024, Genvor was selected by Bayer AG as the inaugural recipient of its Golden Ticket award, a competitive innovation initiative designed to support high-impact agricultural technologies. This award grants Genvor fully funded access to laboratory space, equipment, and expert mentorship at Bayer’s LifeHub California @AgStart, a leading AgriFoodTech innovation center.
This collaboration enables Genvor to accelerate development and commercialization of its proprietary peptide-based crop protection and trait technologies. Genvor’s platform leverages antimicrobial peptides (AMPs) to enhance disease resistance and crop performance through both biological sprays and genetic trait innovation.
Bayer’s selection of Genvor from a global pool of applicants underscores the scientific and commercial potential of our approach. The Golden Ticket program aligns with Bayer’s broader commitment to regenerative agriculture and cutting-edge crop protection solutions, providing critical resources to advance Genvor’s mission of sustainable innovation in global agriculture.
Going Concern
These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company requires capital for its contemplated operational and marketing activities to take place. As reflected in the accompanying consolidated financial statements, the Company had working capital deficit of approximately $1,728,000 at September 30, 2024 and had incurred recurring net losses and generated negative cash flow from operating activities of approximately $2,885,000 and $976,000 for the year ended September 30, 2024, respectively.
The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.
The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.
Critical Accounting Policies
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Significant estimates during the years ended September 30, 2024 and 2023 include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.
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Income Taxes
Income taxes are accounted for pursuant to ASC 740 “Accounting for Income Taxes,” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.
Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they related to income taxes levied by the same taxation authority and we intend to settle its current tax assets and liabilities on a net basis.
Stock-based Compensation
The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards, including stock warrants and stock grants, based on estimated grant-date fair values. The Company measures employee and nonemployee awards at the date of grant, which generally is the date at which the Company and the nonemployee reach a mutual understanding of the key terms and conditions of a share-based payment award.
The Company uses the straight-line attribution method to allocate compensation cost to reporting periods over the requisite service period during which the employee or nonemployee is required to provide services in exchange for the award. The Company has elected to account for forfeitures of awards as they occur, with previously recognized compensation reversed in the period that the awards are forfeited.
Recent Accounting Standards
For details of applicable new accounting standards, please, refer to Recent Accounting Standards in Note 2 of our consolidated financial statements accompanying this report.
RESULTS OF OPERATIONS
Comparison of Results of Operations for the Years Ended September 30, 2024 and 2023
Revenues
We did not earn any revenues during the years ended September 30, 2024 and 2023.
Operating Expenses
For the years ended September 30, 2024 and 2023, operating expenses consisted of the following:
| Years Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Research and development expenses | $ | 240,263 | $ | 82,500 | ||||
| Advertising and marketing expenses | 84,183 | — | ||||||
| Professional fees | 1,071,509 | 672,064 | ||||||
| Compensation and related benefits | 1,317,286 | 771,856 | ||||||
| Other general and administrative | 69,806 | (87,734 | ) | |||||
| $ | 2,783,047 | $ | 1,438,686 | |||||
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| ● | For the year ended September 30, 2024, research and development expenses increased by $157,763, or 191.2%, as compared to the year ended September 30, 2023. The increase was primarily due to increased research projects in the year ended September 30, 2024. We expect that our research and development expenses will likely remain at its current level with minimal increase in the near future. |
| ● | For the year ended September 30, 2024, advertising and marketing expenses increased by $84,183, or 100.0%, as compared to the year ended September 30, 2023. The increase was primarily due to increased advertising activities in the year ended September 30, 2024. We expect that our advertising and marketing expenses will likely remain at its current level with minimal increase in the near future. |
| ● | Professional fees primarily consisted of accounting fees, audit fees, legal service fees, consulting fees, investor relations service charges, and other fees. For the year ended September 30, 2024, professional fees increased by $399,445 or 59.4% as compared to the year ended September 30, 2023, which was primarily attributable to an increase in investor relations service chargers of approximately $166,000 resulting from the increased investor relations services to enhance the visibility of our company, an increase in accounting fees of approximately $127,000 mainly due to the increase in stock-based compensation of $100,000 which reflected the value of warrants granted and vested in the year ended September 30, 2024, an increase in recruiting service fees of $90,000, and an increase in other miscellaneous items of approximately $17,000. We expect that our professional fees will remain at their current level with minimal increases in the near future. |
| ● | For the year ended September 30, 2024, compensation and related benefits increased by $545,430, or 70.7%, as compared to the year ended September 30, 2023. The significant increase was primarily attributable to an increase in stock-based compensation of $350,000 which reflected the value of warrants and common stock granted and vested to our management in the year ended September 30, 2024, and an increase in cash compensation of approximately $195,000 due to the increased personnel. We expect that our compensation and related benefits will continue to increase in the near future since we amended our chief executive officer’s employment agreement in December 2024. |
| ● | Other general and administrative expenses mainly consisted of OTC listing fee, office supplies, travel and entertainment expenses, and other miscellaneous items. For the year ended September 30, 2024, other general and administrative expenses increased by $157,540, or 179.6%, as compared to the year ended September 30, 2023. The increase was mainly due to increased travel and other business activities. |
Loss from Operations
As a result of the foregoing, for the year ended September 30, 2024, loss from operations amounted to $2,783,047, as compared to $1,438,686 for the year ended September 30, 2023, representing an increase of $1,344,361, or 93.4%.
Other Expense
Other expense mainly includes interest expense, loss on debt settlement, default penalties – late fees on a note payable, and other miscellaneous expense.
Other expense, net, totaled $101,911 for the year ended September 30, 2024, as compared to $268,795 for the year ended September 30, 2023, a decrease of $166,884, or 62.1%, which was primarily attributable to a decrease in interest expense of approximately $26,000, mainly driven by the decrease in outstanding note payable, a decrease in loss on debt settlement of approximately $111,000, and a decrease in default penalties – late fees of $30,000.
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Income Taxes
We did not have any income taxes expense for the years ended September 30, 2024 and 2023 since we incurred losses in these periods.
Net Loss
As a result of the factors described above, our net loss was $2,884,958, or $0.15 per share (basic and diluted), for the year ended September 30, 2024, as compared to $1,707,481, or $0.09 per share (basic and diluted), for the year ended September 30, 2023, an increase of $1,177,477, or 69.0%.
Liquidity and Capital Resources
We have a limited operating history and our continued growth is dependent upon obtaining additional financing to fund future obligations and pay liabilities arising from ordinary course business operations. In addition, the current cash balance cannot be projected to cover our operating expenses for the next twelve months from the release date of this report. These matters raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital, implement our business plan, and generate sufficient revenues. There are no assurances that we will be successful in our efforts to generate sufficient revenues, maintain sufficient cash balance or report profitable operations or to continue as a going concern. We plan to raise capital in the future through the sale of equity or debt to implement our business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to us on satisfactory terms and conditions, if at all.
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations as they come due and otherwise operate on an ongoing basis. At September 30, 2024 and 2023, we had a cash balance of $373 and $44,354, respectively.
The following table sets forth a summary of changes in our working capital deficit from September 30, 2023 to September 30, 2024:
| September 30, | September 30, | Changes in | ||||||||||||||
| 2024 | 2023 | Amount | Percentage | |||||||||||||
| Working capital deficit: | ||||||||||||||||
| Total current assets | $ | 21,678 | $ | 66,329 | $ | (44,651 | ) | (67.3 | )% | |||||||
| Total current liabilities | 1,749,710 | 1,787,059 | (37,349 | ) | (2.1 | )% | ||||||||||
| Working capital deficit | $ | (1,728,032 | ) | $ | (1,720,730 | ) | $ | (7,302 | ) | 0.4 | % | |||||
Our working capital deficit increased by $7,302 to $1,728,032 at September 30, 2024 from $1,720,730 at September 30, 2023. The increase in working capital deficit was primarily attributable to an increase in notes payable of approximately $78,000 which was mainly attributable to the late fees capitalized into notes payable in the year ended September 30, 2024, an increase in accrued professional fees of approximately $245,000 which was mainly attributable to the increase in professional services providers in the year ended September 30, 2024, an increase in accrued research and development fees of approximately $195,000 due to the increased research projects in the year ended September 30, 2024, and an increase in accrued payroll liability and compensation of approximately $238,000 which was primarily attributable to we hired a full time CEO in January 2024 and his salary was accrued and unpaid commencing on May 1, 2024, offset by a decrease in convertible notes payable of approximately $493,000 resulting from conversion of notes payable into our common stock and warrants in the year ended September 30, 2024, and a decrease in accrued liabilities and other payables of approximately $236,000 driven by the payments made to our related parties in the year ended September 30, 2024.
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Cash Flows for the Year Ended September 30, 2024 Compared to the Year Ended September 30, 2023
The following table summarizes the key components of our cash flows for the years ended September 30, 2024 and 2023:
| Years Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Net cash used in operating activities | $ | (975,641 | ) | $ | (864,557 | ) | ||
| Net cash provided by financing activities | 931,660 | 612,525 | ||||||
| Net decrease in cash | $ | (43,981 | ) | $ | (252,032 | ) | ||
Net cash flow used in operating activities for the year ended September 30, 2024 was $975,641, which primarily reflected our consolidated net loss of approximately $2,885,000, and the changes in operating assets and liabilities, primarily consisting of a decrease in accrued liabilities and other payables of approximately $236,000 due to the payments made to our related parties in the year ended September 30, 2024, offset by an increase in accrued professional fees of approximately $245,000 resulting from the increase in professional services providers in the year ended September 30, 2024, an increase in accrued research and development fees of approximately $195,000 driven by the increased research projects in the year ended September 30, 2024, and an increase in accrued payroll liability and compensation of approximately $238,000 which was primarily attributable to we hired a full time CEO in January 2024 and his salary was accrued and unpaid commencing May 1, 2024, and the non-cash item adjustments, primarily consisting of late fee capitalized into notes payable of $90,000, and stock-based compensation and service expense of approximately $1,363,000 which was mainly attributable to the value of warrants granted and vested in the year ended September 30, 2024 of approximately $1,007,000 and the value of our common stock granted in the year ended September 30, 2024 of approximately $356,000.
Net cash flow used in operating activities for the year ended September 30, 2023 was $864,557, which primarily reflected our consolidated net loss of approximately $1,707,000, and the changes in operating assets and liabilities, primarily consisting of a decrease in accrued payroll liability and compensation of approximately $166,000, and a decrease in USDA CRADA liability of approximately $246,000, offset by an increase in accrued professional fees of approximately $139,000, and the non-cash item adjustments, primarily consisting of loss on debt settlement of $105,000, and stock-based compensation and service expense of approximately $963,000.
Net cash flow provided by financing activities was $931,660 for the year ended September 30, 2024, as compared to $612,525 for the year ended September 30, 2023. During the year ended September 30, 2024, we received proceeds from issuance of convertible debt and warrants of $20,000 and proceeds from sale of common stock of approximately $912,000. During the year ended September 30, 2023, we received proceeds from notes payable of $250,000 and proceeds from sale of common stock of approximately $363,000.
The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:
| ● | an increase in working capital requirements to finance our current business; |
| ● | the use of capital for acquisitions and the development of business opportunities; and |
| ● | the cost of being a public company. |
In addition, the impact that the imposition of tariffs and changes to global trade policies could have on our results of operations is uncertain.
Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
Inflation
The effect of inflation on our operating results was not significant for the years ended September 30, 2024 and 2023.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.
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Item 8. Financial Statements and Supplementary Data
GENVOR
INCORPORATED AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2024 and 2023
CONTENTS
| Report of Independent Registered Public Accounting Firm (PCAOB No. |
F-2 |
| Report of Independent Registered Public Accounting Firm (PCAOB No. 76) | F-3 |
| Consolidated Financial Statements: | |
| Consolidated Balance Sheets - As of September 30, 2024 and 2023 | F-4 |
| Consolidated Statements of Operations - For the Years Ended September 30, 2024 and 2023 | F-5 |
| Consolidated Statements of Changes in Stockholders’ Deficit - For the Years Ended September 30, 2024 and 2023 | F-6 |
| Consolidated Statements of Cash Flows –For the Years Ended September 30, 2024 and 2023 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Genvor Incorporated and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Genvor Incorporated and Subsidiaries (the “Company”) as of September 30, 2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended September 30, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency and has not yet generated any revenues. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit 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 financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the Company’s auditor since 2024.
Plantation, Florida
August 1, 2025
F-2
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Genvor Incorporated and Subsidiaries
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Genvor Incorporated and Subsidiaries (the “Company”) as of September 30, 2023, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, 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 the Company as of September 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company 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 Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit 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 audit 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 audit provides a reasonable basis for our opinion.
/s/ Turner, Stone & Company, L.L.P.
Turner, Stone & Company, L.L.P
We served as the Company’s auditor from 2020 to 2024.
Dallas, Texas
January 16, 2024
F-3
GENVOR
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expense | ||||||||
| Total Current Assets | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Property and equipment, net | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Convertible notes payable | $ | $ | ||||||
| Notes payable | ||||||||
| Interest payable | ||||||||
| Accrued professional fees | ||||||||
| Accrued research and development fees | ||||||||
| Accrued payroll liability and compensation | ||||||||
| Accrued liabilities and other payables | ||||||||
| SBA loan | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Preferred stock, $ par value; shares authorized; Series A Preferred Stock, shares authorized; shares issued and outstanding at September 30, 2024 and 2023 | ||||||||
| Series B Preferred Stock, shares authorized; shares issued and shares outstanding at September 30, 2024 and 2023 | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at September 30, 2024 and 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Less: series B preferred stock held in treasury, at cost; shares at September 30, 2024 and 2023 | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
F-4
GENVOR
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| REVENUE | $ | $ | ||||||
| OPERATING EXPENSES: | ||||||||
| Research and development expenses | ||||||||
| Advertising and marketing expenses | ||||||||
| Professional fees | ||||||||
| Compensation and related benefits | ||||||||
| Other general and administrative expenses | ( | ) | ||||||
| Total Operating Expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER EXPENSE | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain (loss) on debt settlement | ( | ) | ||||||
| Penalties | ( | ) | ( | ) | ||||
| Other expense | ( | ) | ||||||
| Total Other Expense | ( | ) | ( | ) | ||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| INCOME TAXES | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER COMMON SHARE: | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||
| Basic and diluted | ||||||||
See accompanying notes to the consolidated financial statements.
F-5
GENVOR
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the Years Ended September 30, 2023 and 2024
| Series A | Series B | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Series B Preferred Stock | |||||||||||||||||||||||||||||||||||||||||
| Number | Number | Number | Additional | Number | Total | |||||||||||||||||||||||||||||||||||||||
| of | of | of | Paid-in | of | Accumulated | Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance, October 1, 2022 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||
| Retrospective adoption of ASU 2020-06 | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||||||||
| 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 year | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2023 | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Sale of common stock | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock erroneously omitted from prior year | — | — | ( |
) | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants for services | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants for conversion of note payable | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for conversion of note payable | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Conversion of debt for common stock subscribed | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Cancellation of common stock | — | — | ( |
) | ( |
) | — | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock warrants | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Allocated value of warrants related to issuance of convertible debt | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Net loss for the year | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||
See accompanying notes to the consolidated financial statements.
F-6
GENVOR
INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended | ||||||||
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Late fee related to notes payable | ||||||||
| (Gain) loss on debt settlement | ( |
) | ||||||
| Amortization of debt discount | ||||||||
| Stock-based compensation and service expense | ||||||||
| Non-cash other expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expense | ( |
) | ||||||
| Other current assets | ||||||||
| Interest payable | ||||||||
| Accrued professional fees | ||||||||
| Accrued research and development fees | ||||||||
| Accrued payroll liability and compensation | ( |
) | ||||||
| Accrued liabilities and other payables | ( |
) | ||||||
| USDA CRADA liability | ( |
) | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( |
) | ( |
) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of convertible debt and warrants | ||||||||
| Proceeds from notes payable | ||||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from common stock warrant exercises | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET DECREASE IN CASH | ( |
) | ( |
) | ||||
| CASH - beginning of year | ||||||||
| CASH - end of year | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Conversion of note payable into common stock | $ | $ | ||||||
| Conversion of debt for common stock subscribed | $ | $ | ||||||
| Conversion of liabilities into common stock | $ | $ | ||||||
| Conversion of notes payable into warrants | $ | $ | ||||||
| Allocated value of warrants related to convertible debt | $ | $ | ||||||
| Late fee capitalized into notes payable | $ | $ | ||||||
| Retrospective adoption of ASU 2020-06 | $ | $ | ||||||
| Liabilities issued in exchange for stock in settlement | $ | $ | ||||||
| Conversion of note payable into common stock | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
F-7
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Company Background
On May 27, 2022, Genvor Incorporated, formerly known as Allure Worldwide, Inc. (the “Company” or “Genvor” or “we”), a Nevada corporation, Genvor Acquisition, Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Genvor Inc., a Delaware corporation (“Old Genvor”), completed their previously announced merger transaction pursuant to which the Company acquired Old Genvor (the “Acquisition”), and Old Genvor became a wholly-owned subsidiary of the Company. The Acquisition was completed pursuant to an Exchange Agreement, dated as of January 11, 2021 (the “Acquisition Agreement”), pursuant to which Old Genvor was acquired by the Company as its wholly owned subsidiary and each share of Old Genvor common stock was exchanged for a share of the Company’s common stock, and a merger agreement, dated March 2, 2022 (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Old Genvor, with Old Genvor continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger, and each share of Old Genvor was converted into the right to receive a share of the Company (the “Merger”). After closing of the Merger, the Company was renamed “Genvor Incorporated.”
For accounting purposes, Old Genvor was the surviving entity. The transaction was accounted for as a recapitalization of Old Genvor, pursuant to which Old Genvor was treated as the accounting acquirer, surviving and continuing entity although the Company was the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of Old Genvor and its wholly owned subsidiary, Nexion Biosciences LLC (“NBLLC”) immediately following the consummation of this reverse merger transaction.
During May 2019, Old Genvor acquired NBLLC from a founder for nominal consideration as a wholly owned subsidiary. NBLLC was formed in the state of Delaware on December 28, 2018. Currently, NBLLC is dormant.
Genvor develops plant-based defense technology designed to help farmers achieve global food security.
Business Plan and Strategy
Genvor’s business strategy focuses on the continued research and development of plant-based defense technologies designed to address major threats to global crop production, including plant diseases, toxins, bacteria, and fungi. These innovations aim to support farmers and growers worldwide by reducing crop loss, improving yields, and enhancing economic outcomes, ultimately contributing to solutions for global food security.
The Company is advancing its portfolio of antimicrobial peptide (AMP) technologies by designing and validating minimum viable products (MVPs) and expanding its collaborations to include foliar application models, seed traits, and seed treatment platforms. In parallel, Genvor is leveraging its proprietary peptide library to address additional high-value market opportunities in crop protection—such as insect control, biostimulants, and nutrient use efficiency—as well as adjacent applications in animal health and feed efficiency.
Genvor’s commercial model is centered around forming joint development agreements (JDAs) and strategic joint ventures targeted at specific problems, crops, animal applications, or geographic markets. These partnerships are intended to accelerate product development and commercialization while expanding market access.
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission for financial information.
The Company’s consolidated financial statements include the accounts of Genvor Incorporated, Old Genvor and its wholly owned subsidiary NBLLC. All intercompany accounts and transactions have been eliminated in consolidation.
F-8
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (continued)
Liquidity and Going Concern
Liquidity
is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise
operate on an ongoing basis. At September 30, 2024, the Company had cash of $
The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates,
among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying
consolidated financial statements, the Company had a working capital deficit of approximately $
While the Company is currently developing its products and technologies, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of additional public and/or private offerings of its stock. Management believes that the actions presently being taken to further implement its business plan, develop its products and technologies, and generate revenues should provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds in the future, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate cash flows from financing activities or operating activities.
The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Significant estimates during the years ended September 30, 2024 and 2023 include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.
Cash and Cash Equivalents
For
purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of
three months or less when purchased and money market accounts to be cash equivalents. The Company had
The
Company maintains its cash on deposits with bank and financial institution within the United States that at times may exceed federally-insured
limits of $
F-9
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair Value of Financial Instruments and Fair Value Measurements
The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
| ● | Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
| ● | Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
| ● | Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated financial statements, primarily due to their short-term nature.
ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation, and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the period of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
Impairment of Long-lived Assets
In
accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an
impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount
of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the years
ended September 30, 2024 and 2023, the Company did
Research and Development
Expenditures
for research and product development costs are expensed as incurred. The Company incurred research and development expense of
$
Advertising and Marketing Costs
All
costs related to advertising and marketing are expensed as incurred. For the years ended September 30, 2024 and 2023, advertising
and marketing costs amounted to $
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
F-9
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock-based Compensation
The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards, including stock warrants and stock grants, based on estimated grant-date fair values. The Company measures employee and nonemployee awards at the date of grant, which generally is the date at which the Company and the nonemployee reach a mutual understanding of the key terms and conditions of a share-based payment award.
The Company uses the straight-line attribution method to allocate compensation cost to reporting periods over the requisite service period during which the employee or nonemployee is required to provide services in exchange for the award. The Company has elected to account for forfeitures of awards as they occur, with previously recognized compensation reversed in the period that the awards are forfeited.
Income Taxes
The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, the benefit for tax positions taken can only be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2024 and 2023, the Company had no significant uncertain tax positions which would require either recognition of a liability or disclosure in the financial statements. The Company recognizes interest and penalties related to significant uncertain income tax positions in income tax expense. However, no such interest and penalties were recorded as of September 30, 2024 and 2023.
ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the years ended September 30, 2024 and 2023, potentially dilutive common shares consist of the common shares issuable upon the conversion of convertible preferred stock and convertible notes (using the if-converted method) and exercise of common stock warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact.
The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive:
| Years Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Warrants to purchase common stock | ||||||||
| Series A convertible preferred stock | ||||||||
| Series B convertible preferred stock | ||||||||
| Shares attributable to convertible notes | ||||||||
| Potentially dilutive securities | ||||||||
F-10
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Segment Reporting
The segment reporting structure uses the Company’s management reporting structure as its foundation to reflect how the Company manages the businesses internally and is mainly organized by products. During the years ended September 30, 2024 and 2023, the Company is organized into one strategic business unit. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to make operating decisions, allocate resources and assess performance. The Company’s Chief Executive Officer (“CEO”) is its CODM.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation, including breakouts within current liabilities, breakouts within operating expenses, and breakouts within the statement of cash flows. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows.
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which enhances reportable segment disclosure requirements, including significant segment expenses and interim disclosures (“Topic 280”). The guidance allows for disclosure of multiple measures of a reportable segment’s profit or loss, and it requires that public entities with a single reportable segment provide all disclosures required by the ASU and all existing disclosures in Topic 280. ASC 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim reporting periods starting after December 15, 2024, with early adoption permitted. The Company adopted the new standard effective June 30, 2024 on a retrospective basis. The adoption of this ASU affects only the Company’s disclosures, with no impacts to its financial condition or results of operations.
In December 2023, the FASB ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company expects that the adoption will not have a material impact on its consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
NOTE 3 – BORROWINGS
Notes Payable
From time to time, the Company entered into unsecured notes payable with individual investors. The terms of these notes are listed below.
| Interest | Note Balance as of September 30, | |||||||||||||||||||
| Noteholder | Origination | Maturity | Rate | 2024 | 2023 | |||||||||||||||
| Brent Lilienthal (*) | % | $ | | $ | |
|||||||||||||||
| Mel Wentz (*) | % | |||||||||||||||||||
| Kirk Huntsman (**) | % | — | ||||||||||||||||||
| John Hare (**) | % | — | ||||||||||||||||||
| Barkley Capital LLC (**) | % | — | ||||||||||||||||||
| Chris Peterman (***) | % | — | ||||||||||||||||||
| Total principal amount | ||||||||||||||||||||
| Less: unamortized debt discount | ( | ) | ||||||||||||||||||
| $ | $ | |||||||||||||||||||
F-11
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – BORROWINGS (continued)
Notes Payable (continued)
| (*) |
| (**) |
| (***) |
Mel
Wentz receives a default penalty of $
On
December 15, 2023, Kirk Huntsman converted its note with the principal amount of $
On
November 11, 2023, John Hare converted its note with the principal amount of $
On
March 9, 2024, Barkley Capital LLC converted its note with the principal amount of $
Interest
expense totaled $
Commercial Loan
On
April 9, 2020, the Company received a loan from the Small Business Administration pursuant to the Paycheck Protection Program
(“PPP”) in the principal amount of $
NOTE 4 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The authorized preferred stock of the Company consists of shares with a $ par value.
F-12
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)
Preferred Stock (continued)
Series A Preferred Stock
On
August 10, 2022, the Company designated shares of its preferred stock as Series A Preferred Stock (“Series A”).
Each share of Series A entitles the holder to ten million (10,000,000) votes on all matters submitted to a vote of the stockholders
of the Corporation. When and as any dividend or distribution is declared or paid by the Company on the common stock, the Series
A holders are entitled to participate in such dividend or distribution.
The preferred stock was issued on August 16, 2022, as follows: Bradley White (former CEO), shares; Dr. Clayton Yates, shares; and Dr. Jesse Jaynes, shares.
On September 28, 2023, Mr. White returned to the Company for cancellation of shares of Series A preferred stock.
As of both September 30, 2024 and 2023, there were shares of Series A preferred stock issued and outstanding.
Series B Preferred Stock
On
October 19, 2022, the Company filed a Certificate of Designation with the State of Nevada to designate its Series B Preferred
Stock (“Series B”). The designation authorized shares of Series B.
On October 19, 2022, the following shareholders converted shares of common stock of the Company into shares of Series B to modify the common shares outstanding to reduce the outstanding common stock issued by the Company, as follows:
| Name | Common Shares Exchanged | Series B Issued | ||||||
| Jaynes Investment LLC (*) | ||||||||
| ACT Holdings LLC (*) | ||||||||
| LASB Family Trust (*) | ||||||||
| Jesse Michael Jaynes (*) | ||||||||
| Bradley White (*) | ||||||||
| PJ Advisory Group | ||||||||
| Total | ||||||||
| (*) | Related parties |
On September 28, 2023, Mr. White and the LASB Family Trust returned to the Company for cancellation of shares of Series B preferred stock; however, the shares have not been canceled and are being held in treasury stock.
There were issued and outstanding as of both September 30, 2024 and 2023.
Common Stock
The authorized common stock of the Company consists of shares with a $ par value. All common stock shares are non-assessable and have one vote per share.
F-13
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)
Common Stock Sold for Cash
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 $
During
the year ended September 30, 2024, the Company sold an aggregate of shares of its common stock at an average price of
$ per share to investors and received proceeds of $
Common Stock Issued for Services
During
the year ended September 30, 2024, the Company issued a total of shares of its common stock for services rendered, including
shares to related parties of the Company. These shares were valued at $
Common Stock Issued for Debt Conversion
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 $
On
July 14, 2023, the Company issued shares of common stock for the conversion of accrued interest of $
On
September 16, 2023, the Company issued shares of common stock for the settlement of a debt and accrued interest for $
On
December 15, 2023, an investor converted its note in the principal amount of $
On
March 9, 2024, an investor converted its note in the principal amount of $
F-14
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)
Common Stock Cancellation
During
the year ended September 30, 2024, two shareholders returned an aggregate of shares of common stock of the Company that
they received incorrectly in a prior year.
Common Stock Issued for Warrant Exercise
In
March 2024, the Company issued
Warrants Issued for Services
During the year ended September 30, 2023, the Company issued warrants for common stock of the Company for services. 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 $ |
During
the year ended September 30, 2024, the Company granted a total of
Warrants Issued for Debt Conversion
During the year ended September 30, 2023, the Company issued warrants for common stock of the Company for debt conversion. The issuance was for the following:
| ● | 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 $ |
On
November 11, 2023, an investor converted its note with the principal amount of $
The following table represents stock warrant activity as of and for the year ended September 30, 2023:
Number of Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life |
Aggregate Intrinsic Value |
|||||||||||
| Warrants Outstanding – September 30, 2022 | $ | |||||||||||||
| Granted | ||||||||||||||
| Exercised | ||||||||||||||
| Forfeited/expired/cancelled | ||||||||||||||
| Warrants Outstanding – September 30, 2023 | $ | years | $ | |||||||||||
| Warrants Exercisable – September 30, 2023 | $ | years | $ | |||||||||||
The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants (except Pre-Fund Warrants) outstanding at September 30, 2024:
| Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
| Exercise Price | Number Outstanding at September 30, 2024 | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | Number Exercisable at September 30, 2024 | Weighted Average Exercise Price | |||||||||||||||||
| $ | 0.001 | $ | $ | |||||||||||||||||||
| 0.001 | ||||||||||||||||||||||
| $ | 0.001 | $ | $ | |||||||||||||||||||
Stock warrant (except Pre-Fund Warrants) activity for the year ended September 30, 2024 was as follows:
| Number of Warrants | Weighted Average Exercise Price | |||||||||
| Outstanding at October 1, 2023 | $ | |||||||||
| Granted | ||||||||||
| Exercised | ( | ) | ( | ) | ||||||
| Outstanding at September 30, 2024 | $ | |||||||||
| Warrants exercisable at September 30, 2024 | $ | |||||||||
There is no “established trading market” for shares of the Company’s common stock at September 30, 2024. Therefore, the aggregate intrinsic values for both the stock warrants outstanding and stock warrants exercisable at September 30, 2024 cannot be calculated.
NOTE 5 – INCOME TAXES
As
of September 30, 2024 and 2023, 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, | ||||||||
| 2024 | 2023 | |||||||
| Tax expense (benefit) at the statutory rate | $ | ( | ) | $ | ( | ) | ||
| State income taxes, net of federal income tax benefit | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Total | $ | $ | ||||||
F-15
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – INCOME TAXES (continued)
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
The Company is open for audit by the U.S. Internal Revenue Service and U.S. state tax jurisdictions from tax year 2021 to tax year 2024,
The tax effect of significant components of the Company’s deferred tax assets and liabilities at September 30, 2024 and 2023, are as follows:
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| 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 2024 and 2023 were fully offset by a 100% valuation
allowance. The valuation allowance for the remaining net deferred tax assets was $
NOTE 6 – RELATED PARTY TRANSACTIONS
Accrued Liabilities and Other Payables — Related Parties
As
of September 30, 2024 and 2023, the Company owed Chad Pawlak, its CEO, $
As
of September 30, 2024 and 2023, the Company owed Judith Miller, its former chief business officer and interim chief financial
officer, $
On
September 28, 2023, the Company entered into a settlement agreement with Bradley White, former CEO of the Company, who was terminated
on June 20, 2023. As part of the settlement agreement, Mr. White was to receive a total settlement of $
As
of September 30, 2024 and 2023, the Company owed Robert Bubeck, its former CEO, $
All amounts due to Judith Miller, Bradley White, and Robert Bubeck are short-term in nature, non-interest bearing, unsecured and repayable on demand.
F-16
GENVOR
INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to any material legal proceedings, except as set forth below.
The Company is currently disputing amount claimed by Mel Wentz under state usury laws (see Note 3).
On February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendants’ improper receipt of shares of Company common stock under agreements which required the defendants to provide services to the Company and which services the defendants ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendants’ shares of Company common stock and for them to be returned to the Company. The Company and Mr. Kimbrough have settled the claims in dispute and are working to effect the settlement terms before dismissal.
On April 12, 2024, the Company filed suit against Richard Saied, in the 192nd Judicial District Court for Dallas County, Texas (case no. DC-24-05442), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendant’s improper receipt of shares of Company common stock under an agreement which required the defendant to provide services to the Company and which services the defendant ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendant’s shares of Company common stock and for them to be returned to the Company.
NOTE 8 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
On November 12, 2024, Chad Pawlak was elected as a Board of Directors of the Company.
Common Stock Sold for Cash
During the period from April 1, 2025 through
July 31, 2025, the Company sold an aggregate of
shares of its common stock at a price of $
per share to investors and received proceeds of $
Common Stock Issued for Services
During the period from December 1, 2024 through
July 31, 2025, the Company issued a total of
Common Stock Issued for Debt Conversion
In
April and May 2025, the Company issued shares of its common stock upon the conversion of outstanding payable balances
of $
In
May 2025, Brent Lilienthal converted its note in the principal amount of $
Common Stock Issued for Debt Conversion – Related Parties
In
May 2025, the Company issued shares of its common stock upon the conversion of three related parties’ outstanding
payable balances of $
Common Stock Issued for Warrant Exercise
In
April 2025, the Company issued
Issuance of Subscribed Common Stock
In June 2025, the Company issued 210,000 shares of its common stock for shares subscribed.
F-17
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
We have had no disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-K.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer, who is the same person, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the year ended September 30, 2024. 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, 2024, 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, 2024, 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, 2024:
| ● | Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures; |
| ● | Lack of functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; |
| ● | Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting and to allow for proper monitoring controls over accounting; |
| ● | Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes. |
To remediate our internal control weaknesses, management intends to implement the following measures:
| ● | The Company will add sufficient number of independent directors to the board and appoint an audit committee. |
23
| ● | 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
There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
The Company’s management, including the CEO and Chief Financial Officer (“CFO”), does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
Not applicable.
24
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
The following table sets forth information with respect to persons who are serving as directors and officers of the Company. Each director holds office until the next annual meeting of shareholders or until his successor has been elected and qualified.
| Name | Age | Position | ||
| Chad Pawlak | 52 | Chief Executive Officer (1), Interim Chief Financial Officer (2), Director (3) | ||
| Clayton Yates | 48 | Director (4) | ||
| Jesse Jaynes | 73 | Chief Research Officer (4), Director (4), Chief Scientific Officer (1) |
| (1) | Appointed on January 17, 2024. | |
| (2) | Assumed CFO role on May 29, 2024, upon Judith Miller’s termination on that date. | |
| (3) | Appointed on November 12, 2024. | |
| (4) | Appointed on January 12, 2021. |
Biographies of Directors and Officers
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer, and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Chad Pawlak
Chad Pawlak brings over 30 years of experience with a proven track record of driving revenue growth and fostering strategic partnerships across agribusiness and sustainability – particularly in soil and water conservation. He has a deep understanding of regenerative agriculture, biotechnology, crop cultivation and consumer packaged goods (CPG). Most recently, he was CEO of Locus Agricultural Solutions (from August 2021 to October 2023), an agricultural biological company, where he led the strategic growth plan through cross-functional collaboration, resulting in over 350,000 acres of enrollment in a nature-based carbon credit project utilizing a biological product as the practice change. From January 2018-October 2019, Chad was a member of the Board of INUS Protein, a North American supplier, blending partner and product development resource for insect protein powders in food and feed use. Chad also has previous experience as the U.S.-Canada Crop & Plant Protection Business Director Lead - Botanicals for MGK (a part of Valent USA & Sumitomo Chemical) (2018-2019). In this role, he was responsible for the overall design of the strategic business plan of the $30 million Botanical & Organic Crop Protection segments in the U.S. & Canada. He holds an MBA from the Jack Welch Management Institute and BS & AOS in Marketing and Advertising/Public Relations from Johnson & Wales University.
Dr. Clayton Yates, Ph.D.
Dr. Clayton Yates, Ph.D., co-founded Genvor and is Chairman of the Board of Genvor. His research is currently funded by the National Cancer Institute (NCI) and Department of Defense (DOD) Congressionally Medical Directed Research Programs. Dr. Yates is also a scientist at Tuskegee University, focused on identifying molecular targets for therapeutic intervention in prostate, breast, and pancreatic cancers. Dr. Yates received his initial training at the University of Pittsburgh School of Medicine in the Department of Cellular and Molecular Pathology. He completed additional training in Tissue Engineering and Regenerative Medicine jointly from the McGowan Institute for Regenerative Medicine and Massachusetts Institute of Technology (MIT). Dr. Yates completed his post-doctoral training at Emory University School of Medicine in the Department of Molecular Urology.
25
Dr. Jesse Jaynes, Ph.D.
Dr. Jesse Jaynes, Ph.D., co-founded Genvor as well, and he leads the research for Genvor and manages ongoing, critical communication with our outside research and development partners and associations. Dr. Jaynes is one of the world’s leading authorities on therapeutic peptide design and has vast experience in drug development for various applications, including agriculture, animal health, wound healing, and oncology. Dr. Jaynes’ research is funded by USDA, NSF, and NIH. He has more than 60 United States and foreign patents and has authored over 100 scientific journal articles. Over the past 15 years, Dr. Jaynes has served on the board of numerous life science companies and is currently the Chief Technology Officer for the National Cancer Coalition. Dr. Jaynes is a Professor of Biochemistry at Tuskegee University. Dr. Jaynes completed his doctoral training at Brigham Young University, Utah.
There are no family relationships among any of our directors and executive officers.
Our directors are elected at the annual meeting of the shareholders, with vacancies filled by the Board of Directors, and they serve until their successors are elected and qualified, or their earlier resignation or removal. Officers are appointed by the board of directors and serve at the discretion of the board of directors or until their earlier resignation or removal. Any action required can be taken at any annual or special meeting of stockholders of the corporation which may be taken without a meeting, without prior notice and without a vote, if consent of consents in writing setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office, its principle place of business, or an officer or agent of the corporation having custody of the book in which the proceedings of meetings are recorded.
Indemnification of Directors and Officers
Section 78.138 of the Nevada Revised Statutes (“NRS”) provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law. Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise. Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.
26
Our Articles of Incorporation provide that no director or officer of the Company will be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of NRS. In addition, our Bylaws implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS by providing that the Company shall indemnify its directors to the fullest extent permitted by the NRS and may, if and to the extent authorized by the board of directors, so indemnify its officers and any other person whom it has the power to indemnify against liability, reasonable expense or other matter whatsoever; and the Company may at the discretion of the board of directors purchase and maintain insurance on behalf of any person who holds or who has held any position identified in the paragraph above against any and all liability incurred by such person in any such position or arising out of his status as such.
Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Director Compensation
During the years ended September 30, 2024 and 2023, we did not have an independent director. Directors that were employees were not paid any fees for their role as directors.
Involvement on Certain Material Legal Proceedings During the Last Five Years
No director, officer, significant employee, or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.
No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee, or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.
No director, officer, significant employee, or consultant has been permanently or temporarily enjoined, barred, suspended, or otherwise limited from involvement in any type of business, securities, or banking activities.
No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.
Directors’ and Officers’ Liability Insurance
The Company purchased directors’ and officers’ liability insurance, effective January 8, 2025, to insure our directors and officers against liability for acts or omissions in their capacities as directors or officers.
Code of Ethics
We intend to adopt a code of ethics that applies to our officers, directors, and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt a written code of ethics in the near future.
Corporate Governance and Board Independence
Our Board of Directors consists of three directors and has not established a Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent.
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Due to our lack of operations and size, and since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees; all functions of a nominating/governance committee were performed by our whole board of directors. Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary. Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors.
We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.
Board Leadership Structure and the Board’s Role in Risk Oversight.
The Board of Directors is led by a chairman. The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s shareholders, and the Company’s overall governance. The Board periodically reviews the leadership structure to determine whether it continues to best serve the Company and its shareholders.
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Audit Committee and Financial Expert; Committees
The Company does not have an audit committee. We are not a “listed company” under SEC rules and are therefore not required to have an audit committee comprised of independent directors.
The Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.
Compliance with Section 16(A) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).
Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended September 30, 2024, were timely.
Family relationships
There are no family relationships among any of our officers or directors.
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Item 11. Executive Compensation
The table below sets forth, for the years ended September 30, 2024 (“2024”) and 2023 (“2023”), the compensation earned by our executive officers and former executive officers.
| Name and Principal Position | Year | Salary | Stock Awards | Option and Warrant Awards | All Other Compensation | Total | |||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||
| Chad Pawlak | 2024 | 214,345 | 262,500 | — | — | 476,845 | |||||||||||||||||
| Chief Executive Officer (1) | 2023 | — | — | — | — | — | |||||||||||||||||
| Dr. Clayton Yates | 2024 | 92,500 | — | — | — | 92,500 | |||||||||||||||||
| Former Chief Scientific Officer, Director (2) | 2023 | — | — | — | — | — | |||||||||||||||||
| Dr. Jesse Jaynes | 2024 | 92,500 | — | — | — | 92,500 | |||||||||||||||||
| Chief Research Officer, Chief Scientific Officer, Director (3) | 2023 | — | — | — | — | — | |||||||||||||||||
| Judith S. Miller, Esq. | 2024 | 121,000 | 100,000 | 600,000 | — | 821,000 | |||||||||||||||||
| Former Interim Chief Executive Officer and Chief Financial Officer (4) | 2023 | 65,000 | — | 600,000 | — | 665,000 | |||||||||||||||||
| Bradley White | 2024 | — | — | — | — | — | |||||||||||||||||
| Former Chief Executive Officer, Chief Financial Officer, and Director (5) | 2023 | 80,625 | — | — | 66,348 | 146,973 | |||||||||||||||||
| (1) | Appointed as CEO on January 17, 2024, and assumed CFO role on May 29, 2024. Mr. Pawlak’s 2024 compensation consisted of cash of $214,345 and 262,500 shares vested and valued at $262,500. |
| (2) | Appointed as Chief Scientific Officer and Chairman of the Board on January 12, 2021, and resigned as Chief Scientific Officer on January 17, 2024. Dr. Yates’s 2024 compensation consisted of cash of $92,500. |
| (3) | Appointed as Chief Research Officer and Director on January 12, 2021, and appointed as Chief Scientific Officer on January 17, 2024. Dr. Jaynes’s 2024 compensation consisted of cash of $92,500. |
| (4) | Interim CEO from June 20, 2023 through January 17, 2024, and Interim CFO and Chief Business Officer through May 29, 2024. Ms. Miller’s 2024 compensation consisted of cash of $121,000 and 100,000 shares vested and valued at $100,000 and 600,000 warrants vested and valued at $600,000. Ms. Miller’s 2023 compensation consisted of cash of $65,000 and 600,000 warrants vested and valued at $600,000. |
| (5) | CEO from January 12, 2021 through June 20, 2023. Mr. White’s 2023 compensation consisted of salary of $80,625 paid by cash and $66,348 of Mr. White’s personal expenses paid by the Company. |
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The Company has not entered into employment or similar agreements with any of our executive officers or directors except as follows:
Effective as of January 17, 2024, the Company entered into (i) indemnification agreements with Mr. Pawlak, Ms. Miller, Dr. Jaynes and Dr. Yates (the “Indemnification Agreements”), (ii) an employment agreement with Mr. Pawlak (the “Pawlak Employment Agreement”), (iii) an employment agreement with Ms. Miller (the “Miller Employment Agreement”), (iv) a science advisor agreement with Dr. Jaynes (the “Jaynes Advisor Agreement”), and (v) a science advisor agreement with Dr. Yates (the “Yates Advisor Agreement”).
Pursuant to the Indemnification Agreements, the Company agreed to indemnify the officers and directors to the fullest extent permitted by law for claims arising in part out of the fact that the officer or director is or was a director of the Company.
Pursuant to the Pawlak Employment Agreement, Mr. Pawlak will act as Chief Executive Officer of the Company until the agreement is terminated in accordance with its terms, and Mr. Pawlak will be compensated as follows: (i) Mr. Pawlak will receive a base salary of $300,000 per year; (ii) Mr. Pawlak will be eligible for annual incentive bonus awards of up to 30% of Mr. Pawlak’s then-current base salary in the discretion of the compensation committee of the Board, provided that such bonus for the first year of employment shall be earned for the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company (the “First Milestone”), and the bonus for the second year of employment shall be earned for the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray (the “Second Milestone”); (iii) Mr. Pawlak will initially receive 50,000 shares of Company common stock, and 950,000 shares of Company common stock which shall vest monthly for a period of 36 months (25,000 shares a month for months 1-34, and 50,000 shares a month for months 35-36); (iv) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the First Milestone; (v) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the Second Milestone; (vi) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vii) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.
Pursuant to the Miller Employment Agreement, which superseded Ms. Miller’s prior Executive Consulting Agreement with the Company dated June 20, 2023, Ms. Miller was to act as Chief Business Officer and Interim Chief Financial Officer of the Company until the agreement is terminated in accordance with its terms, and Ms. Miller was to be compensated as follows: (i) Ms. Miller will receive a base salary of $180,000 per year; (ii) Ms. Miller will be issued 25,000 shares of Company common stock per month for a period of one year; (iii) Ms. Miller will receive an additional equity award of 250,000 shares of Company common stock upon the Company receiving the results of the scientific studies conducted by Southern Gardens/US Sugar for further use by the Company; (iv) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising each tranche $1,000,000 up to an aggregate of $10,000,000; (v) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising $2,500,000; (vi) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $6,000,000, and (vii) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $10,000,000. Ms. Miller’s employment was terminated on or about May 29, 2024.
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Pursuant to Jaynes Advisor Agreement, which has an initial term of three years, Dr. Jaynes will act as scientific advisor to the Company, and be compensated as follows: (i) Dr. Jaynes will be paid a $50,000 signing bonus; (ii) Dr. Jaynes will be paid $5,000 per month; (iii) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.
Pursuant to Yates Advisor Agreement, which has an initial term of three years, Dr. Yates will act as scientific advisor to the Company, and be compensated as follows: (i) Dr. Yates will be paid a $50,000 signing bonus; (ii) Dr. Yates will be paid $5,000 per month; (iii) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.
Outstanding Equity Awards
No executive officer named above had any unexercised options or stock that had not vested, or equity incentive plan awards outstanding as of September 30, 2024, except as follows:
Ms. Miller had 1,200,000 outstanding warrants as of September 30, 2024.
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, 2024 and 2023, nor do they currently receive any compensation for such services.
Equity Incentive Plans
Long-Term Incentive Plans. The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans, nor does it provide non-qualified deferred compensation to its officers or employees, and therefore, the Summary Compensation Table above does not include columns for nonequity incentive plan compensation and nonqualified deferred compensation earnings since there were none.
Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
The following table sets forth certain information, as of July 31, 2025 with respect to the beneficial ownership of the outstanding common stock by:
| ● | Each of our named executive officers and directors; |
| ● | Our directors and executive officers as a group; and |
| ● | Holders of more than 5% of our common stock |
Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.
| Name of Beneficial Owner (1) | Common Stock Beneficially Owned | Percentage of Common Stock (2) | ||||||
| Chad Pawlak* (3) | 6,000,000 | 20.2 | % | |||||
| Dr. Clayton Yates* (4) | 7,312,623 | 19.8 | % | |||||
| Dr. Jesse Jaynes* (5) | 6,767,623 | 18.6 | % | |||||
| All officers and directors as a group (3 persons) | 20,080,246 | 45.9 | % | |||||
| Shareholder owning 5% or more: | ||||||||
| John Coutris (6) | 1,789,843 | 5.7 | % | |||||
*Officer and/or director of our company
| (1) | Except as otherwise indicated, the address of each beneficial owner is c/o Genvor Incorporated, 1550 W Horizon Ridge Pkwy, Ste R #3040, Henderson, NV 89012. |
| (2) | Applicable percentage ownership is based on 29,634,608 shares of our common stock outstanding as of July 31, 2025, together with securities exercisable or convertible into shares of our common stock within 60 days of July 31, 2025 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of July 31, 2025 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
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| (3) | Mr. Pawlak holds 6,000,000 shares of common stock. |
| (4) | Represents (i) 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. (ii) 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. |
| (5) | Represents (i) 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. (ii) 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. |
| (6) | Represents (i) 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. (ii) 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. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Transactions with Related Persons
Accrued Liabilities and Other Payables — Related Parties
As of September 30, 2024 and 2023, the Company owed Chad Pawlak, its CEO, $11,416 and $0, respectively, for travel and other miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. The amount due to Chad Pawlak bears a fixed interest rate of 8.0% per annum and is short-term in nature, unsecured and repayable on demand.
As of September 30, 2024 and 2023, the Company owed Judith Miller, its former chief business officer and interim chief financial officer, $403 and $0, respectively, for miscellaneous reimbursements, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets.
On September 28, 2023, the Company entered into a settlement agreement with Bradley White, former CEO of the Company, who was terminated on June 20, 2023. As part of the settlement agreement, Mr. White was to receive a total settlement of $300,000, payable in tranches of $50,000, beginning on September 28, 2023, or within seven days, and each subsequent payment on the monthly anniversary of the settlement agreement execution. In exchange for the settlement, Mr. White returned to the Company for cancellation of the following: 3 shares of Series A preferred stock and 502,512 shares of Series B preferred stock. As of September 30, 2024 and 2023, the Company still owed Bradley White $50,000 and $300,000, respectively, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets. On June 11, 2025, the Company and Mr. White entered into a settlement agreement, pursuant to which, the outstanding balance was settled.
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As of September 30, 2024 and 2023, the Company owed Robert Bubeck, its former CEO, $3,846 and $2,025, respectively, for expenses paid by Rober on behalf of the Company, which have been included in accrued liabilities and other payables – related parties on the accompanying consolidated balance sheets.
All amounts due to Judith Miller, Bradley White, and Robert Bubeck are short-term in nature, non-interest bearing, unsecured and repayable on demand.
The Company does not own or rent property. The Company’s office space is virtual and 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 years ended September 30, 2024 and 2023, for the categories of services indicated.
| 2024 | 2023 | |||||||
| Audit fees | $ | 81,000 | $ | 72,900 | ||||
| Audit related fees | — | — | ||||||
| Tax fees | — | — | ||||||
| All other fees | — | — | ||||||
| Total | $ | 81,000 | $ | 72,900 | ||||
On December 16, 2020, we engaged Turner, Stone & Company, L.L.P. (“Turner”) of Dallas, Texas, as our independent registered public accounting firm. On March 17, 2024, we dismissed Turner, and on or about March 20, 2024, we engaged Novogradac & Company LLP as our independent registered public accounting firm.
Audit fees. Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.
Audit-related fees. Consists of fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.
Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.
Other fees. Other services provided by our accountants.
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Item 15. Exhibits
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| 31.2** | Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 | |
| 32.2** | Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 | |
| 101.INS*** | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH*** | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL*** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF*** | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB*** | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
| 101.PRE*** | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
** Filed herewith.
*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| /s/ Chad Pawlak | August 1, 2025 | |
| Chief Executive Officer and | Date | |
| Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Chad Pawlak | August 1, 2025 | |
| Chief Executive Officer, Chief Financial Officer & Director | Date | |
| /s/ Clayton Yates | August 1, 2025 | |
| Director | Date | |
| /s/ Jesse Jaynes | August 1, 2025 | |
| Director | Date |
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