Annual Report for Fiscal Year Ending 09-30, 2024 (Form 10-K)

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.

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.

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.

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.

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.