GNVR 10-Q/A
Genvor Inc (GNVR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
For
the quarterly period ended
OR
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value (Title of class)
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (? 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was
required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| ☐ | Large accelerated filer | ☐ | Accelerated filer |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of the registrant’s shares of common stock outstanding was as of February 11, 2026
EXPLANATORY NOTE
Genvor Incorporated (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (Amendment No. 1”) to correct two typographical check box errors on the cover page of its Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2025, originally filed on February 12, 2026 (the “Quarterly Report”). This Amendment No. 1 does not reflect events that may have occurred subsequent to the original Quarterly Report filing date, and does not modify or update any related or other disclosures, including forward-looking statements, made in the Quarterly Report except (i) as set forth above, and (ii) that Amendment No. 1 includes updated certification exhibits. Accordingly, this Amendment No. 1 should be read in conjunction with the Quarterly Report.
GENVOR INCORPORATED FORM 10-Q
For the Quarterly Period Ended December 31, 2025 Table of Contents
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
GENVOR INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, | September 30, | |||||||||
| 2025 | 2025 | |||||||||
| (Unaudited) | ||||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS: | ||||||||||
| Cash | $ | $ | ||||||||
| Prepaid expenses | ||||||||||
| Total Current Assets | ||||||||||
| Total Assets | $ | $ | ||||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||
| CURRENT LIABILITIES: | ||||||||||
| Convertible note payable, net | $ | $ | ||||||||
| Accrued interest | ||||||||||
| Accounts payable and accrued expenses | ||||||||||
| Accrued compensation and related expenses | ||||||||||
| Advances from related parties | ||||||||||
| SBA loan | ||||||||||
| Total Current Liabilities | ||||||||||
| Total Liabilities | ||||||||||
| Commitments and Contingencies (Note 6) | ||||||||||
| STOCKHOLDERS' DEFICIT: | ||||||||||
| Preferred stock, $ par value; shares authorized; | ||||||||||
| Series A Preferred Stock, shares authorized; | ||||||||||
| shares issued and outstanding | ||||||||||
| at December 31, 2025 and September 30, 2025 | ||||||||||
| Series B Preferred Stock, shares authorized; | ||||||||||
| and shares issued and and shares | ||||||||||
| outstanding at December 31, 2025 and September 30, 2025 , respectively. | ||||||||||
Common stock, $ par value; shares authorized; and shares issued and outstanding at December 31, 2025 and September 30, 2025, respectively | ||||||||||
| Additional paid-in capital | ||||||||||
Less: series B preferred stock held in treasury, at cost; shares at December 31, 2025 and September 30, 2025 | ( | ) | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
1
GENVOR INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| REVENUE | $ | $ | ||||||
| OPERATING EXPENSES: | ||||||||
| Research and development expenses | ||||||||
| Advertising and marketing expenses | ||||||||
| Professional fees | ||||||||
| Compensation and related benefits | ||||||||
| Other general and administrative expenses | ||||||||
| Total Operating Expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest expense - related parties | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Total Other Expense, net | ( | ) | ( | ) | ||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| INCOME TAXES | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER COMMON SHARE: | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||
| Basic and diluted | ||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
2
GENVOR INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Three Months Ended December 31, 2025
(Unaudited)
| 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, 2025 | |
$ | |
$ |
|
$ |
$ |
( |
$ ( |
$ ( |
$ ( | |||||||||||
| Issuance of common stock for conversion of Series B preferred stock | - | ( |
( |
|
|
( |
- | |||||||||||||||
| Issuance of common stock for cash | - | - | |
|
|
| ||||||||||||||||
| Issuance of common stock for warrant exercises | - | - | |
|
( |
- | ||||||||||||||||
| Issuance of common stock for services | - | - | |
|
|
- | | |||||||||||||||
| Issuance of common stock for accrued services | - | - | |
|
|
- | | |||||||||||||||
| Issuance of common stock for conversion of accrued compensation | - | - | |
|
|
- | | |||||||||||||||
| Issuance of common stock for compensation | - | - | |
|
|
- | | |||||||||||||||
| Issuance of common stock for conversion of note payable and accrued interest | - | - | |
|
|
- | | |||||||||||||||
| Cancellation of common stock due to legal settlement | - | - | ( |
( |
|
- | ||||||||||||||||
| Net loss for the the three months ended December 31, 2025 | - | - | - | - | ( |
( | ||||||||||||||||
| Balance, December 31, 2025 | |
$ | |
$ |
|
$ |
$ |
( |
$ ( |
$ ( |
$ ( | |||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
3
GENVOR INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Three Months Ended December 31, 2024
(Unaudited)
| 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, 2024 | |
$ | |
$ |
|
$ |
$ |
( |
$ ( |
$ ( |
$ ( | |||||||||||
| Issuance of common stock for services | - | - | |
|
|
- | | |||||||||||||||
| Net loss for the the three months ended December 31, 2024 | - | - | - | - | ( |
( | ||||||||||||||||
| Balance, December 31, 2024 | |
$ | |
$ |
|
$ |
$ |
( |
$ ( |
$ ( |
$ ( | |||||||||||
See accompanying notes to the condensed consolidated financial statements.
4
GENVOR INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Late fee related to note payable | ||||||||
| Amortization of debt discount | ||||||||
| Stock-based compensation | ||||||||
| Common stock issued for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accrued interest | ||||||||
| Accounts payable and accrued interest | ||||||||
| Accrued compensation and related expenses | ||||||||
| Accrued liabilities and other payables - related parties | ||||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from sale of shares of common stock | ||||||||
| Advances from related parties | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET INCREASE IN CASH | ||||||||
| CASH - beginning of period | ||||||||
| CASH - end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Accrued compensation settled with common stock | $ | $ | ||||||
| Accrued liabilities settled with shares of common stock | $ | $ | ||||||
| Conversion of note payable and accrued interest to shares of common stock | $ | $ | ||||||
| Cancellation of shares of common stock due to legal settlement | $ | $ | ||||||
| Conversion of series B preferred stock to shares of common stock | $ | $ | ||||||
| Shares of common stock issued for warrant exercises | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
5
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 is an agricultural biotechnology company pioneering AI-accelerated peptide technology for sustainable crop protection and plant health optimization.
Business Plan and Strategy
Genvor’s business strategy centers on leveraging its proprietary BioCypher Algorithm, an AI-accelerated peptide discovery platform, to create sustainable agricultural solutions that optimize crop performance across diverse growing conditions. The Company’s peptide technologies are designed to enhance yields, improve stress tolerance, and deliver nutrient optimization while addressing critical agricultural challenges including plant diseases, toxins, bacteria, and fungi. These innovations are designed to support farmers and growers worldwide by improving agricultural productivity, reducing chemical inputs, and enhancing economic outcomes through residue-free solutions that meet evolving regulatory requirements and consumer demands.
The Company is advancing its portfolio of engineered peptide technologies through its proprietary BioCypher Algorithm, which accelerates the discovery and validation of commercial-grade peptide solutions. Genvor’s platform supports multiple formulation approaches including foliar applications, transgenic seed traits, and seed treatment delivery systems, creating cross-crop scalability opportunities in row crops and specialty crops. The Company is leveraging its extensive peptide library of 50,000+ designed peptides to address high-value agricultural performance applications including yield enhancement, stress tolerance, nutrient use efficiency, and biological crop protection, as well as adjacent opportunities in animal health and feed optimization. Notable validation includes the Company’s transgenic corn peptide AGM182, which demonstrated 76-98% reduction in total aflatoxin contamination in published USDA research, with no adverse effects on plant growth or yield and a proven mammalian safety profile..
Genvor’s commercial model employs a licensing-first strategy centered on forming strategic partnerships, joint development agreements (JDAs), and licensing arrangements that create mutual competitive advantages. The Company’s approach enables agricultural leaders to access validated peptide technology with protected market rights while leveraging partners’ regulatory expertise and commercialization capabilities. These collaborations span the innovation spectrum from research institutions for advanced testing to industry partners for field validation and market access, ensuring solutions are developed for scalable commercial success across specific crops, applications, and geographic markets. The Company’s robust intellectual property portfolio includes 5 issued U.S. patents covering antimicrobial and nutrient-enhancing peptides, with 2 pending U.S. patent applications and 4 additional applications in preparation. The Company has also filed international patent applications in Canada, Mexico, and China to protect its technology in key agricultural markets, with U.S. patent protection extending through 2038. Key patents include composition of matter coverage for novel antimicrobial lytic peptides effective in treating citrus plant diseases, as well as U.S. Patent No. 12,458,684 for transgenic corn expressing the antifungal peptide AGM182, co-assigned to Genvor and the United States Department of Agriculture (USDA). This partnership-driven commercialization strategy is further supported by the Company’s 7+ year Cooperative Research and Development Agreement (CRADA) with the USDA Agricultural Research Service, its selection as the inaugural recipient of the Bayer Golden Ticket award providing access to Bayer LifeHub California laboratories, and its formal teaming agreement with Tuskegee University’s Center for Biomedical Research for joint research, testing, and grant-supported development of next-generation peptide technologies.
6
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (continued)
Basis of Presentation and Principles of Consolidation
These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s condensed consolidated financial statements include the accounts of Genvor Incorporated, Old Genvor and its wholly owned subsidiary NBLLC. All intercompany accounts and transactions have been eliminated in consolidation.
Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC December 10, 2025.
Liquidity and Going Concern
Liquidity
is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate
on an ongoing basis. At December 31, 2025, the Company had cash of $
The
accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which
contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As reflected
in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of approximately $
7
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (continued)
Liquidity and Going Concern (continued)
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 condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Significant estimates during the three months ended December 31, 2025 and 2024 include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.
Cash and Cash Equivalents
For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2025 and September 30, 2025.
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 $
Fair Value of Financial Instruments and Fair Value Measurements
The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature.
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 financial instruments.
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 three months ended December 31, 2025 and 2024, advertising
and marketing costs amounted to $
8
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.
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 three months ended December 31, 2025 and 2024, potentially dilutive common shares consist of the common shares issuable upon the conversion of convertible preferred stock and convertible notes (using the if-converted method) and exercise of common stock warrants (using the treasury stock method). Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact.
The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive:
| Three Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Common stock warrants | ||||||||
| Series A convertible preferred stock | ||||||||
| Series B convertible preferred stock | ||||||||
| Convertible notes* | ||||||||
| Potentially dilutive securities | ||||||||
| (*) | Assumes the convertible note is converted into shares of common stock of the Company at the stated conversion price of $1.00 per share for the three months ended December 31, 2024. |
9
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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 three months ended December 31, 2025 and 2024, the Company is organized into one strategic business unit. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to make operating decisions, allocate resources and assess performance. The Company’s Chief Executive Officer (“CEO”) is its CODM.
Recent Accounting Standards
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. Effective October 1, 2025, the Company adopted ASU 2023-09 which did not have an impact on are unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption.
10
NOTE 3 – BORROWINGS
Convertible Note Payable
On
September 9, 2024, the Company and an investor entered into a convertible promissory note agreement, providing for the issuance of a
note in the principal amount of $20,000. The note was due on September 9, 2025. The principal
amount was convertible into shares of common stock of the Company at a conversion price of $
In
accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements
based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The
portion of the proceeds 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 $
The convertible note payable as of December 31, 2025 and September 30, 2025 was as follows:
December 31, 2025 | September 30, 2025 | |||||||
| Principal amount | $ | $ | ||||||
| Less: unamortized debt discount | ||||||||
| Convertible note payable, net | $ | $ | ||||||
For
the three months ended December 31, 2025 and 2024, amortization of debt discount related to this convertible note payable amounted to
$
Notes Payable
On
May 15, 2025, the Company and Brent Lilienthal entered into a settlement agreement, pursuant to which, the Company settled $
During
the year ended September 30, 2025, the Company recognized a gain on the extinguishment of a $
Interest
expense related to borrowings 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 $
11
NOTE 4 – STOCKHOLDERS’ DEFICIT
Preferred Stock
The authorized preferred stock of the Company consists of shares with a $ par value.
Series A Preferred Stock
On
August 10, 2022, the Company designated shares of its preferred stock as Series A Preferred Stock (“Series A”). Each share
of Series A entitles the holder to ten million (10,000,000) votes on all matters submitted to a vote of the stockholders of the Corporation.
When and as any dividend or distribution is declared or paid by the Company on the common stock, the Series A holders are entitled to
participate in such dividend or distribution.
As of both December 31, 2025 and September 30, 2025, there were 6 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 shares of Series B preferred stock; however, the shares have not been canceled and are being held in treasury stock.
During the three months ending December 31, 2025, PJ Advisory Group converted their Series B into shares of common stock.
As of December 31, 2025 and September 30,2025, there are and Series B issued and and Series B outstanding, respectively.
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NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)
Common Stock
The Company is authorized to issue up to shares of common stock with a $ par value. All common stock shares are non-assessable and have one vote per share.
During the three months ended December 31, 2025, the Company issued the following shares of common stock:
Common stock for conversion of Series B preferred stock
The Company issued shares of its common stock for the conversion of shares of Series B preferred stock.
Common Stock Issued for Cash
The
Company issued shares of its common stock and received cash proceeds of $
Common stock for warrant exercises
The Company issued shares of its common stock for warrant exercises.
Common stock for services
The
Company issued shares of its common stock for $
Common stock for accrued services
The
Company issued shares of its common stock for $
Common stock for conversion of accrued compensation
The
Company issued shares of its common stock for the conversion of $
Common stock for compensation
The Company issued its current CEO shares for common stock pursuant to an employment agreement which provides the CEO with shares of common stock each calendar quarter as compensation (see Note 6).
Common stock for conversion of note payable and accrued interest
The
Company issued shares of its common stock for the conversion of note payable and accrued interest totaling $
Cancellation of common stock due to legal settlement
Pursuant to a legal settlement (see Note 6), the Company received back shares of its common stock which were subsequently cancelled.
During the three months ended December 31, 2024, the Company issued the following shares of common stock:
Common Stock Issued for Services
During
the three months ended December 31, 2024, the Company issued shares of its common stock to its chief executive officer
for services rendered. These shares were valued at $
Common Stock Warrants
Common stock warrant activity for the three months ended December 31, 2025 was as follows:
| Number of Warrants | Weighted Average Exercise Price | |||
| Outstanding at October 1, 2025 | $ | |||
| Exercises | ( |
$ | ||
| Outstanding at December 31, 2025 | $ | |||
| Warrants exercisable at December 31, 2025 | $
|
$ |
No cash proceeds were received upon the warrants being exercised.
As of December 31, 2025, the intrinsic value of the common stock warrants outstanding and exercisable was approximately $ based on the Company’s over-the-counter market price of $ on the last trading day of the quarter.
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NOTE 5 – RELATED PARTY TRANSACTIONS
Accrued Compensation
The Company has employment agreements with its CEO and two scientific advisors (see Note 6).
Effective
January 1, 2025, an amendment to the CEO’s employment agreement was executed and amended the following provisions:
Effective January 1, 2025, the scientific advisors aggregate monthly compensation was increased to $17,500 from $10,000.
Any
accrued compensation amounts earn interest at
As
of December 31, 2025 and September 30, 2025, accrued compensation and related expenses owed to the CEO and scientific advisors pursuant
to employment agreements totaled $
As of December 31, 2025 and September 30, 2025, the Company owed its former chief business officer and interim chief financial officer, Judith Miller, $ primarily from accrued compensation.
Advances from Related Parties
The Company’s
CEO and scientific advisors make working capital advances as needed which bear interest at
Accrued Interest
The accrued compensation
and advances received from the CEO and two scientific advisors, collectively referred to as the “employees” bear interest
at
During the three months
ended December 31, 2025 and 2024, interest expense with these employees amounted to $
Settlement
On
September 28, 2023, the Company entered into a settlement agreement with Mr. White, a former CEO of the Company, who was terminated on
June 20, 2023. As part of the settlement agreement, Mr. White was to receive a total settlement of $
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to any material legal proceedings, except as set forth below.
On February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendants’ improper receipt of shares of Company common stock under agreements which required the defendants to provide services to the Company and which services the defendants ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendants’ shares of Company common stock and for them to be returned to the Company. The Company and Mr. Kimbrough have settled the claims in dispute, which will require Mr. Kimbrough to return a portion of his shares of common stock to the Company. The Company and Mr. Kimbrough are currently working on executing upon the settlement terms before dismissal. The Company and Mr. Kimbrough have settled the claims in dispute, which will require Mr. Kimbrough to return a portion of his shares of common stock to the Company. During the three months ended December 31, 2025, 331,250 shares of common stock were returned to the Company and cancelled pursuant to the settlement terms (see Note 4)
On April 12, 2024, the Company filed suit against Richard Saied, in the 192nd Judicial District Court for Dallas County, Texas (case no. DC-24-05442), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendant’s improper receipt of shares of Company common stock under an agreement which required the defendant to provide services to the Company and which services the defendant ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendant’s shares of Company common stock and for them to be returned to the Company. This matter was settled on October 29, 2025 in the Company’s favor. Mr. Saied has been ordered by the court to reimburse the Company for reasonable and necessary attorney fees and to return the contested shares back to the Company. As of the date of these consolidated financial statements, the Contested Shares have not yet been returned to the Company.
On October 13, 2024, Judith Miller sent the Company a letter demanding payment for amounts she claimed she was owed under her prior employment agreement with the Company. The Company disputes the allegations in the letter and intends to defend itself as necessary.
Employment Agreements
On January 17, 2024, Ms. Miller resigned as the Company’s Interim Chief Executive Officer and was appointed as a member of the Company’s Board of Directors, as the Chief Business Officer of the Company, and as the Interim Chief Financial Officer of the Company. Pursuant to the Miller Employment Agreement, which superseded Ms. Miller’s prior Executive Consulting Agreement with the Company dated June 20, 2023, Ms. Miller acted as Chief Business Officer and Interim Chief Financial Officer of the Company until the agreement was terminated in May 2024 in accordance with its terms (see Note 6 for amounts owed and outstanding under this agreement).
On
January 17, 2024,
On
January 17, 2024,
During
the year ended September 30, 2025, the board of directors approved a $
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NOTE 6 – COMMITMENTS AND CONTINGENCIES (continued)
On
January 17, 2024,
Refer to Note 5 for disclosure of amounts outstanding and due under these employment agreements as of December 31, 2025. See also Note 4 for certain amounts accrued under these employment agreements that were converted into shares of common stock during the three months ended December 31, 2025.
NOTE 7 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis of our financial condition and results of operations for the three months ended December 31, 2025 and 2024 should be read in conjunction with our condensed consolidated financial statements and related notes to those condensed consolidated financial statements that are included elsewhere in this Quarterly Report on Form 10-Q.
Company Overview
Genvor Incorporated (the “Company” or “Genvor” or “we”) was incorporated in Florida on September 26, 2018, as Allure Worldwide, Inc., and as of November 18, 2019, redomiciled to Nevada. On June 24, 2022, the Company changed its name to from Allure Worldwide, Inc. to Genvor Incorporated.
The Company’s subsidiary, Genvor Inc. was incorporated under the laws of the State of Delaware on April 4, 2019, as Nexion Biosciences Inc. and on January 22, 2020, its name was changed to Genvor Inc. Genvor Inc. develops plant-based defense technology designed to help farmers achieve global food security.
During May 2019, Genvor Inc. acquired Nexion Biosciences LLC (“NBLLC”) from a founder for nominal consideration. NBLLC was formed in the State of Delaware on December 28, 2018.
The Company was originally formed with the intention of seeking to acquire the assets or shares of an entity actively engaged in business which generates revenues, in exchange for its securities. On January 11, 2021, the Company entered into an Exchange Agreement (the “Purchase Agreement”) with Genvor Inc., a Delaware corporation (“Old Genvor”) to acquire (the “Acquisition”) Old Genvor. On March 2, 2022, the Company and Old Genvor entered into a merger agreement (the “Merger Agreement”) to consummate the Acquisition, and pursuant to which a wholly-owned subsidiary of the Company, Genvor Acquisition Corp., a Delaware corporation, would merge (the “Merger”) with and into Old Genvor, with each share of Old Genvor common stock issued immediately prior to the time of the merger automatically converted into the right to receive one share of common stock of the Company.
On May 27, 2022, the Acquisition closed, Merger Subsidiary merged with and into Old Genvor, each share of Old Genvor was exchanged for the right to receive one share of Company common stock, 35,261,871 shares of Company common stock were issued to Old Genvor’s pre-merger shareholders (the “Merger Shares”), constituting a change of control of the Company, and Old Genvor became a wholly owned subsidiary of the Company. As a result of these transactions, the Company had 55,261,871 issued and outstanding common shares upon the closing of the share exchange with Old Genvor, and subsequently the Company’s original founding shareholders cancelled 18,144,112 shares of Company common stock in connection with the Acquisition.
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.
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Exploration of international animal health research collaborations is underway, including discussions with a leading animal health research company. Concurrently, we are intensifying efforts in non-GMO product development and expediting the innovation of novel peptides.
In August 2024 Genvor was awarded the Golden Ticket by Bayer.
Strategic Collaboration with Bayer: Golden Ticket Award
In 2024, Genvor was selected by Bayer AG as the inaugural recipient of its Golden Ticket award, a competitive innovation initiative designed to support high-impact agricultural technologies. This award grants Genvor fully funded access to laboratory space, equipment, and expert mentorship at Bayer’s LifeHub California @AgStart, a leading AgriFoodTech innovation center.
This collaboration enables Genvor to accelerate development and commercialization of its proprietary peptide-based crop protection and trait technologies. Genvor’s platform leverages antimicrobial peptides (AMPs) to enhance disease resistance and crop performance through both biological sprays and genetic trait innovation.
Bayer’s selection of Genvor from a global pool of applicants underscores the scientific and commercial potential of our approach. The Golden Ticket program aligns with Bayer’s broader commitment to regenerative agriculture and cutting-edge crop protection solutions, providing critical resources to advance Genvor’s mission of sustainable innovation in global agriculture.
Going Concern
These condensed 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 condensed consolidated financial statements, the Company had working capital deficit of approximately $1,059,000 at December 31, 2025 and had incurred recurring net losses and generated negative cash flow from operating activities of approximately $576,000 and $194,000 for the three months ended December 31, 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 condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.
Critical Accounting Policies
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Significant estimates during the three months ended December 31, 2025 and 2024 include the valuation of deferred tax assets and the associated valuation allowances, and the valuation of stock-based compensation.
17
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 condensed consolidated financial statements accompanying this Quarterly Report on Form 10-Q.
RESULTS OF OPERATIONS
Comparison of Results of Operations for the Three Months Ended December 31, 2025 and 2024
Revenues
We did not earn any revenues during the three months ended December 31, 2025 and 2024.
Operating Expenses
For the three months ended December 31, 2025 and 2024, operating expenses consisted of the following:
| For the Three Months Ended December 31, | |||||
| 2025 | 2024 | ||||
| OPERATING EXPENSES: | |||||
| Research and development expenses | $ 57,147 | $ 63,424 | |||
| Advertising and marketing expenses | 6,442 | 3,758 | |||
| Professional fees | 191,182 | 11,618 | |||
| Compensation and related benefits | 272,985 | 4,909,204 | |||
| Other general and administrative expenses | 34,899 | 9,410 | |||
| Total Operating Expenses | $ 562,655 | $ 4,997,414 | |||
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| ● | For the three months ended December 31, 2025, research and development expenses decreased by $6,277, or 9.9%, as compared to the three months ended December 31, 2024. The decrease was primarily due to the purchase of peptides and other supplies of approximately $29,000 during the three months ending December 31, 2024, that did not occur during the three months ended December 31, 2025, offset by an increase in payroll expenses of approximately $23,000 given to our scientific advisors effective January 1, 2025. We expect that our research and development expenses will increase in the near future as we continue to work on commercializing our products. |
| ? |
| ● | For the three months ended December 31, 2025, advertising and marketing expenses increased by $2,684, or 71.4%, as compared to the three months ended December 31, 2024. The increase was primarily due to increased advertising activities in the three months ended December 31, 2025. We expect that our advertising and marketing expenses will likely remain at its current quarterly level with minimal increase in the near future. |
| ● | Professional fees primarily consist of accounting fees, audit fees, legal service fees, consulting fees, investor relations service charges, and other fees. For the three months ended December 31, 2025, professional fees increased by $179,564 or 1,545.6% as compared to the three months ended December 31, 2024, which was primarily attributable to an increase in consulting services paid with shares of common stock and an increase in legal and accounting fees associated with getting our filings with the securities and exchange commission current. |
| ● | For the three months ended December 31, 2025, compensation and related benefits expenses decreased by $4,636,219 or 94.4%, as compared to the three months ended December 31, 2024. The significant decrease was primarily attributable to a decrease in stock-based compensation of $4,612,500, which reflects the stock-based compensation paid to our CEO. |
| ● | Other general and administrative expenses mainly consisted of OTC listing fees, office supplies, travel and entertainment expenses, and other miscellaneous items. For the three months ended December 31, 2025, other general and administrative expenses increased by $25,489, or 270.9%, as compared to the three months ended December 31, 2024. The increase was mainly due to increased expenses incurred in connection with our stock being listed on the over-the-count market (OTCQB) during the three months ended December 31, 2025 and increased costs for insurance. |
Loss from Operations
As a result of the foregoing, for the three months ended December 31, 2025, loss from operations amounted to $562,655, as compared to $4,997,414 for the three months ended December 31, 2024, representing a decrease of $4,434,759, or 88.7%.
Other Expense
Other expense mainly includes interest expense related to our borrowings, and default penalties – late fees on a note payable.
Other expense totaled $13,625 for the three months ended December 31, 2025, as compared to $3,837 for the three months ended December 31, 2024, an increase of $9,788, or 255.10%. This increase is primarily related to an increase in interest expense incurred with related parties for working capital advances and accrued compensation.
Income Taxes
We did not have any income taxes expense for the three months ended December 31, 2025 and 2024 since we incurred losses in these periods.
Net Loss
As a result of the factors described above, our net loss was $576,280, or $0.02 per share (basic and diluted), for the three months ended December 31, 2025, as compared to $5,001,251, or $0.24 per share (basic and diluted), for the three months ended December 31, 2024, a decrease of $4,424,971, or 88.5%%.
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.
19
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 December 31, 2025 and September 30, 2025, we had a cash balance of $103,580 and $37,231, respectively.
The following table sets forth a summary of changes in our working capital deficit from September 30, 2025 to December 31, 2025:
| December 31, | September 30, | Changes in | ||||||||||||||
| 2025 | 2025 | Amount | Percentage | |||||||||||||
| Total Current Assets | $ | 145,739 | $ | 45,822 | $ | 99,917 | 218 | % | ||||||||
| Total Current Liabilities | $ | 1,205,059 | $ | 1,358,204 | $ | (153,145 | ) | -11 | % | |||||||
| Working capital deficit | $ | (1,059,320 | ) | $ | (1,312,382 | ) | $ | 253,062 | -19 | % | ||||||
Our working capital deficit decreased by $253,062 to $1,059,320 at December 31, 2025 from $1,312,382 at September 30, 2025. The decrease in working capital deficit was primarily attributable to an increase in our cash balance due to the sale of shares of common stock and decrease in current liabilities due to the conversion of a convertible note payable and accrued compensation into shares of common stock as well as a decrease in our accounts payable and accrued expenses.
Cash Flows for the Three Months Ended December 31, 2025 Compared to the Three Months Ended December 31, 2024
The following summarizes the key components of our cash flows for the three months ended December 31, 2025 and 2024:
For the Three Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| NET CASH USED IN OPERATING ACTIVITIES | $ | (193,651 | ) | $ | (1,442 | ) | ||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 260,000 | 1,650 | ||||||
| NET INCREASE IN CASH | $ | 66,349 | 208 | |||||
Net cash used in operating activities for the three months ended December 31, 2025 was $193,651, which primarily reflected our consolidated net loss of approximately $576,000, offset by non-cash stock-based compensation and stock for services of $225,000, and net operating cash inflows of approximately $148,000 for net changes in operating assets and liabilities.
Net cash used in operating activities for the three months ended December 31, 2024 was $1,442, which primarily reflected our consolidated net loss of approximately $5,001,000, offset by an aggregate of $4,741,000 of non-cash expenses primarily for stock-based compensation and net operating cash inflows of approximately $259,000 for net changes in operating assets and liabilities.
Net cash provided by financing activities was $260,000 for the three months ended December 31, 2025, as compared to $1,650 for the three months ended December 31, 2024. During the three months ended December 31, 2025, we received cash proceeds of $260,000 for the sale of shares of common stock compared to approximately $2,000 in proceeds from related party advances during the three months ended December 31, 2024.
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 three months ended December 31, 2025 and 2024.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a simple system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized, and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to any material legal proceedings, except as set forth below.
On February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendants’ improper receipt of shares of Company common stock under agreements which required the defendants to provide services to the Company and which services the defendants ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendants’ shares of Company common stock and for them to be returned to the Company. The Company and Mr. Kimbrough have settled the claims in dispute and are working to effect the settlement terms before dismissal.
On April 12, 2024, the Company filed suit against Richard Saied, in the 192nd Judicial District Court for Dallas County, Texas (case no. DC-24-05442), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendant’s improper receipt of shares of Company common stock under an agreement which required the defendant to provide services to the Company and which services the defendant ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendant’s shares of Company common stock and for them to be returned to the Company.
On October 13, 2024, Judith Miller sent the Company a letter demanding payment for amounts she claimed she was owed under her prior employment agreement with the Company. The Company disputes the allegations in the letter and intends to defend itself as necessary.
ITEM 1A. RISK FACTORS
As a smaller reporting company, disclosure under this item is not required.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On December 20, 2024, the Company issued 4,875,000 shares of its common stock to Mr. Pawlak for services rendered. The shares were valued at $4,875,000, the fair market value on the grant date using the latest third-party sale of common stock share price on the date of grant, and the Company recorded stock-based compensation expense of $4,737,500 for the three months ended December 31, 2024 and reduced accrued payroll liability and compensation of $137,500.
The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act, or Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.
** Filed herewith.
*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GENVOR INCORPORATED
| By: /s/ Chad Pawlak | |
| Dated: March 13, 2026 | Name: Chad Pawlak |
| Title: Chief Executive Officer | |
| (Principal Executive Officer) | |
| By: /s/ Chad Pawlak | |
| Dated: March 13, 2026 | Name: Chad Pawlak |
| Title: Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
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