8-K/A
Genvor Inc (GNVR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(AmendmentNo. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 2024
| Genvor Incorporated | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Nevada | 000-56589 | 83-2054746 |
| --- | --- | --- |
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
201S. Elliott Road, Suite 538
ChapelHill, NC 27514
(Address of principal executive offices)
(984)261-7338
(Registrant’s telephone number, including area code)
Notapplicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
The registrant hereby amends its Current Report on Form 8-K filed on January 16, 2024 (the “Original 8-K”), to include disclosure regarding the Independent Accountant’s letter, dated January 18, 2024, as required by Item 4.02(c)(3) of Form 8-K.
Item4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On January 9, 2024, the independent certifying accountant (the “Independent Accountant”) of Genvor Incorporated (the “Company”) notified the Company that the Company’s financial statements for the periods ending September 30, 2022, December 31, 2022, March 31, 2023, and June 30, 2023, should no longer be relied upon because the Company had incorrectly recorded a liability for what it believed was a required extension payment associated with its USDA CRADA research contract as of September 30, 2022. However, the Company was mistaken, and there was no additional payment necessary to extend the contract—only the amount originally due which had already been recorded. The error resulted in the overstatement of the Company’s current liabilities and net loss by approximately $246,000 as of the periods indicated. The Company’s Interim Chief Executive Officer discussed with the Company’s Independent Accountant the matters disclosed herein on January 9, 2024.
The Company provided the Independent Accountant with a copy of Original 8-K on January 16, 2024, prior to filing the Original 8-K, and requested the Independent Accountant to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agreed with the statements made in the Original 8-K, and if not, stating the respects in which it did not agree. The Independent Accountant provided that letter to the Company on January 18, 2024, and a copy of that letter has been filed as Exhibit 7.1 hereto as required by Item 4.02(c) of Form 8-K.
Item9.01. Financial Statements and Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this report:
| Exhibit No. | Description |
|---|---|
| 7.1 | Letter<br> from Independent Accountant dated January 18, 2024<br> (filed herewith) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENVOR INCORPORATED | ||
|---|---|---|
| Dated:<br> January 18, 2024 | By: | /s/ Chad Pawlak |
| Chad<br> Pawlak | ||
| Chief<br> Executive Officer |
**Exhibit 7.**1
January 18, 2024
Office of the Chief Accountant
Securities and Exchange Commission
460 Fifth Street N. W.
Washington, DC 20549
Re: Genvor Incorporated
Commission File Number 000-56589
Dear Sirs:
We have received a copy of, and are in agreement with, the statements being made by Genvor Incorporated in Item 4.02 of its Form 8-K/A dated January 18, 2024 and captioned “Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review”.
We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K/A.
Sincerely,
Turner, Stone & Company LLP