ORGANIZATION AND BASIS OF PRESENTATION

9 Months Ended

Jun. 30, 2025

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Company Background

On May 27, 2022, Genvor Incorporated, formerly known as Allure Worldwide, Inc. (the “Company” or “Genvor” or “we”), a Nevada corporation, Genvor Acquisition, Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Genvor Inc., a Delaware corporation (“Old Genvor”), completed their previously announced merger transaction pursuant to which the Company acquired Old Genvor (the “Acquisition”), and Old Genvor became a wholly-owned subsidiary of the Company. The Acquisition was completed pursuant to an Exchange Agreement, dated as of January 11, 2021 (the “Acquisition Agreement”), pursuant to which Old Genvor was acquired by the Company as its wholly owned subsidiary and each share of Old Genvor common stock was exchanged for a share of the Company’s common stock, and a merger agreement, dated March 2, 2022 (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Old Genvor, with Old Genvor continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger, and each share of Old Genvor was converted into the right to receive a share of the Company (the “Merger”). After closing of the Merger, the Company was renamed “Genvor Incorporated.”

For accounting purposes, Old Genvor was the surviving entity. The transaction was accounted for as a recapitalization of Old Genvor, pursuant to which Old Genvor was treated as the accounting acquirer, surviving and continuing entity although the Company was the legal acquirer. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of Old Genvor and its wholly owned subsidiary, Nexion Biosciences LLC (“NBLLC”) immediately following the consummation of this reverse merger transaction.

During May 2019, Old Genvor acquired NBLLC from a founder for nominal consideration as a wholly owned subsidiary. NBLLC was formed in the state of Delaware on December 28, 2018. Currently, NBLLC is dormant.

Genvor develops plant-based defense technology designed to help farmers achieve global food security.

Business Plan and Strategy

Genvor’s business strategy centers on leveraging its proprietary BioCypher Algorithm, an AI-driven 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 72% reduction in fungal growth and 98% reduction in aflatoxin in USDA trials.

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, including 2 issued U.S. patents covering antimicrobial and nutrient-enhancing peptides with 1 patent pending covering 16 novel peptides, supports this partnership-driven commercialization strategy.

Competitive Advantage

Genvor’s competitive advantage is built upon its proprietary BioCypher Algorithm, an AI-driven peptide discovery platform that combines computational biology with machine learning to accelerate peptide design while ensuring commercial viability across diverse agricultural environments. By integrating molecular modeling, predictive analytics, and regulatory benchmarks, the platform accelerates peptide discovery significantly faster than traditional R&D approaches. The Company’s technology platform targets fundamental plant mechanisms, enabling single discoveries to be transformed into multi-crop opportunities across both row crops and specialty crops.

Technical Formulation Advancement

The Company has achieved significant technical formulation advancements for its antimicrobial peptide (AMP) platform. Working with a leading specialty chemicals partner, Genvor successfully developed and validated liquid aqueous formulations for its GV185 and GV197 antimicrobial peptides designed for foliar application across multiple crops including corn, wheat, and greenhouse tomatoes and strawberries. Key technical milestones accomplished include the development of analytical methods (HPLC-MS) for peptide quantification and quality control; the identification of lead formulation candidates with 0.2% active ingredient concentration; the initiation of long-term stability studies demonstrating promising early results with decomposition rates of less than 5% under accelerated aging conditions and the preparation of prototype formulations ready for greenhouse and field trial evaluation. These formulation advances represent important progress toward commercialization, with the developed prototypes designed to deliver targeted active ingredient concentrations of 1-10 ppm on treated crops. The Company continues stability studies to select final lead prototypes and plans to proceed with efficacy testing in controlled greenhouse and field environments.

Recent data demonstrate that Genvor’s proprietary peptides showed promising broad-spectrum efficacy against major agricultural pathogens that cause significant crop losses worldwide. Lead candidate GV185 demonstrated particularly strong antifungal activity at low concentrations, potentially de-risking the program for partnerships and supporting the commercial advancement toward field trials and regulatory submissions.

Table 3. Inhibitory concentration where 50% of spores were killed (IC₅₀) and 95% confidence interval (C1) for fungal and bacterial plant pathogens challenged with synthetic peptides GV185, GV187, D4E1, and AGMI82^a

	Synthetic peptides
	GV185					GV187					AGM182					D4E1
Pathogen	IC₅₀b		95% CI^e			IC₅₀		95% Cl			IC₅₀		95% Cl			IC₅₀		95% Cl
Rhizopus stolonifer		8.7		(2, 15.4)			7.4		(3.2, 11.7)			22.1		(-14.7, 58.9)			12.4		(0.2, 24.5)
Aspergillus flavus AF70		3.9		(2.7, 5.1)			3.3		(2.2, 4.4)			7.9		(4.3, 11.6)			11.2		(0.8, 21.5)
A. flavus Tox 4		2.9		(2.3, 3.6)			2.4		(1.9, 3	)		7.1		(5.1, 9	)		9.8		(4, 15.6)
Fusarium graminearum		2.1		(1.7, 2.4)			2.2		(1.9, 2.5)			4.6		(3.1, 6.2)			6.2		(2.3, 10.2)
F. verticillioides		2.1		(1.8, 2.4)			1.2		(1.1, 1.4)			2.0		(1.8, 2.3)			2.5		(2, 3)
F. oxysporum f. sp. vasinfectum		2.2		(1.8,. 2.6)			1.5		(1.4, 1.7)			1.7		(1.5, 1.9)			2.0		(1.6, 2.4)
Claviceps purpurea		1.1		(1, 1.2)			1.1		(1, 1.2)			1.3		(1.1, 1.4)			1.6		(1.3, 1.8)
Thielaviopsis basicola		1.4		(1.3, 1.6)			1.3		(1.2, 1.3)			1.3		(1.1, 1.4)			1.5		(1.2, 1.7	)
Verticillium dahliae		0.9		(0.8, 0.9)			0.8		(0.7, 0.9	)		0.9		(0.9, 1)			0.8		(0.7, 0.9)
Xanthomonas campestris pv. campestris		0.1		(0.1, 0.1	)		0.1		(0.1, 0.1)			0.2		(0.2, 0.3)			0.2		(0.2, 0.3)
Pseudomonas syringae pv. tabaci		0.1		(0.1, 0.1)			0.1		(0.1, 0.1)			0.1		(0.1, 0.2)			0.2		(0.2, 0.2)

Fungal and bacterial pathogens were exposed to synthetic peptides and plated on medium, and viable spores or colonies were counted. Dose-response curves were estimated using a generalized linear model with logit link and binomial distribution (i.e.. logistic regression).

IC₅₀is the predicted peptide dose (μM) where 50% of spores or bacteria were inhibited or killed from dose-response curves for each synthetic peptide and pathogen.

The 95% confidence intervals are the range of IC₅₀ estimates for each peptide against a pathogen based on α = 0.05. Values within the parentheses are the upper and lower limits Confidence intervals were calculated from logistic model parameter estimates for slope and intercept, their standard error and covariance. Due to logit link, values are not symmetric around the predicted IC₅₀ doses.

Following initial broad-spectrum screening, The Company conducted concentration-response studies on two key fungal pathogens that cause significant crop losses globally. The Company’s lead peptide candidates GV185 and GV197 demonstrated concentration-dependent growth inhibition against both Botrytis cinerea and Fusarium graminearum, with GV185 showing superior efficacy at lower application rates. These data demonstrate clear concentration-dependent efficacy and support the selection of optimal application rates for future field trials and combination treatments.

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, 2024 filed with the SEC on August 1, 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 June 30, 2025, the Company had cash of $98,933.

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 $1,609,000 at June 30, 2025 and had incurred recurring net losses and used cash in operating activities of approximately $5,698,000 and $400,000 for the nine months ended June 30, 2025, respectively, with no revenues earned, and limited operational history. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is currently developing its products and technologies, the Company’s cash position may not be sufficient 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 but such capital cannot be assured. See Note 4 for working capital raised during the three months ended June 30, 2025 in a private replacement offering. 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.

Genvor Inc 10-Q