UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-56589

GENVOR INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada		83-2054746
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1550 W Horizon Ridge Pkwy, Ste R #3040 Henderson, NV		89012
(Address of principal executive offices)		(Zip Code)

Nevada 83-2054746

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

1550 W Horizon Ridge Pkwy, Ste R #3040

Henderson, NV 89012

(Address of principal executive offices) (Zip Code)

(715) 903-6473

(Registrant’s telephone number, including area code)

~~Securities~~Not ~~registered pursuant to Section 12(b) of the Act:~~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)

(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. Yes ☐ No ☒

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). Yes ☐ No ☒

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
☒	Non-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 2934,~~825~~434,~~763~~938 as of ~~September~~February 811, ~~2025.~~2026

GENVOR INCORPORATED FORM 10-Q

~~FORM 10-Q~~For the Quarterly Period Ended December 31, 2025 Table of Contents

For the Quarterly Period Ended June 30, 2025

	Page
Part I – Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets – At December 31, 2025 (Unaudited) and September 30, 2025	1
Condensed Consolidated Statements of Operations (Unaudited) – For the Three Months Ended December 31, 2025 and 2024	2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) — For the Three Months Ended December 31, 2025 and 2024	3
Condensed Consolidated Statements of Cash Flows (Unaudited) – For the Three Months Ended December 31, 2025 and 2024	5
Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analy sis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21
Part II – Other Information
Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	22
Item 4. Mine Safety Disclosures	22
Item 5. Other Information	22
Item 6. Exhibits	22
Exhibit Index	22
Signatures	23

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risks	35
Item 4.	Controls and Procedures	35
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38
Signatures		40

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Genvor Incorporated

Index to Financial Statements

		Page
Condensed Consolidated Balance Sheets at June 30, 2025 (Unaudited), and September 30, 2024		F-1
Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2025 and 2024 (Unaudited)		F-2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended June 30, 2025, and 2024 (Unaudited)		F-3
Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2025, and 2024 (Unaudited)		F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-6

GENVOR INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30			September 30,
	December 31,			September 30,
	2025			~~2024~~2025
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	98103,~~933~~580		$	~~373~~37,231
Prepaid expense		4,961			21,305
Prepaid expenses		42,159			8,591
Total Current Assets		~~103~~145,~~894~~739			2145,~~678~~822
NON-CURRENT ASSETS:
Total Assets	$	145,739		$	45,822
Property and equipment, net		12,528			13,902
Total Non-current Assets		12,528			13,902
Total Assets	$	116,422		$	35,580
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Convertible notes payable	$	17,407		$	7,408
Convertible note payable, net	$	—		$	20,000
Notes payable		680,000			897,000
Accrued interest		69,960			57,026
Accrued interest		42,710			9,822
Accounts payable and accrued expenses		247,852			366,899
Accounts payable and accrued expenses		206,712			303,264
Accrued compensation and related expenses		754,360			781,392
Accrued compensation and related expenses		632,424			466,404
Advances from related parties		84,137			84,137
Advances from related parties		85,061			17,062
SBA loan		48,750			48,750
Total Current Liabilities		1,~~713~~205,~~064~~059			1,~~749~~358,~~710~~204
Total Liabilities		1,~~713~~205,~~064~~059			1,~~749~~358,~~710~~204
Commitments and Contingencies (Note 6)		—
STOCKHOLDERS' DEFICIT:
Preferred stock, $0.001 par value; 20,000,000 shares authorized; Series A Preferred Stock, 10 shares authorized; 6 shares issued and outstanding at June 30, 2025 and September 30, 2024		—			—
Preferred stock, $0.001 par value; 20,000,000 shares authorized;
Series B Preferred Stock, 2,500,000 shares authorized; 2,060,536 shares issued and 1,558,024 shares outstanding at June 30, 2025 and September 30, 2024		2,061			2,061
Series A Preferred Stock, 10 shares authorized;
Common stock, $0.001 par value; 300,000,000 shares authorized; 29,754,608 and 20,029,608 shares issued and outstanding at June 30, 2025 and September 30, 2024, respectively		29,475			20,030
6 shares issued and outstanding
Additional paid-in capital		24,974,099			19,168,044
at December 31, 2025 and September 30, 2025		—			—
Less: series B preferred stock held in treasury, at cost; 502,512 shares at June 30, 2025 and September 30, 2024		(300,000	)		(300,000	)
Series B Preferred Stock, 2,500,000 shares authorized;
Accumulated deficit		(26,302,278	)		(20,604,265	)
1,910,536 and 2,060,536 shares issued and 1,405,024 and 1,558,024 shares
Total Stockholders' Deficit		(1,596,643	)		(1,714,130	)
outstanding at December 31, 2025 and September 30, 2025 , respectively.		1,911			2,061
Total Liabilities and Stockholders' Deficit	$	116,422		$	35,580
Common stock, $0.001 par value; 300,000,000 shares authorized; 34,430,605 and 30,175,763 shares issued and outstanding at December 31, 2025 and September 30, 2025, respectively		34,182			29,927
Additional paid-in capital		25,974,173			25,148,936
Less: series B preferred stock held in treasury, at cost; 502,512 shares at December 31, 2025 and September 30, 2025		(300,000	)		(300,000	)
Accumulated deficit		(26,769,586	)		(26,193,306	)
Total Stockholders' Deficit		(1,059,320	)		(1,312,382	)
Total Liabilities and Stockholders' Deficit	$	145,739		$	45,822

See accompanying notes to the unaudited condensed consolidated financial statements.

GENVOR INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						~~For the Nine Months Ended~~
	June 30,						June 30,
	December 31,
	2025			2024			~~2025~~			~~2024~~
REVENUE	$	—-		$	—-		$	—		$	—
OPERATING EXPENSES:
Research and development expenses		~~271~~57,~~816~~147			4363,~~801~~424			~~390,052~~			~~206,911~~
Advertising and marketing expenses		—6,442			123,~~878~~758			~~3,758~~			~~81,175~~
Professional fees		80191,~~356~~182			~~264~~11,~~801~~618			~~100,436~~			~~1,085,290~~
Compensation and related benefits		~~184~~272,~~824~~985			~~234~~4,~~408~~909,204			~~5,283,418~~			~~1,188,373~~
Other general and administrative expenses		4034,~~547~~899			159,~~945~~410			~~73,349~~			~~62,560~~
Total Operating Expenses		~~577~~562,~~543~~655			~~571~~4,~~833~~997,414			~~5,851,013~~			~~2,624,309~~
LOSS FROM OPERATIONS		(~~577~~562,~~543~~655	)		(~~571~~4,~~833~~997,414	)		~~(5,851,013~~	)		~~(2,624,309~~	)
OTHER (EXPENSE) INCOME
OTHER INCOME (EXPENSE)
Interest expense		(16,138	)		—			(42,902	)		(16,832	)
Interest expense - related parties		(15,025	)		(3,837	)
Penalties		—			(30,000	)					(90,000	)
Other income		1,400			—
Net gain on settlement of accounts payable		8,902						8,902
Total Other Expense, net		(13,625	)		(3,837	)
Gain on settlement of note payable		187,000						187,000
LOSS BEFORE INCOME TAXES		(576,280	)		(5,001,251	)
Amortization of debt discount		—			—			—			—
INCOME TAXES		—			—
Other (expense) income		—			(44	)					5,782
NET LOSS	$	(576,280	)	$	(5,001,251	)
Total Other Income (Expense), net		179,764			(30,044	)		153,000			(101,050	)
NET LOSS PER COMMON SHARE:
LOSS BEFORE INCOME TAXES		(397,779	)		(601,877	)		(5,698,013	)		(2,725,359	)
Basic and diluted	$	(0.02	)	$	(0.24	)
INCOME TAXES		—			—			—			—
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
NET LOSS	$	(397,779	)	$	(601,877	)	$	(5,698,013	)	$	(2,725,359	)
Basic and diluted		32,762,434			20,665,478
NET LOSS PER COMMON SHARE:
Basic and diluted	$	(0.01	)	$	(0.03	)	$	(0.23	)	$	(0.14	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		27,471,752			20,222,081			24,331,752			19,758,953

See accompanying notes to the unaudited condensed consolidated financial statements.

GENVOR INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Three ~~and Nine~~ Months Ended ~~June~~December 3031, 2025

(Unaudited)

	Series A			Series B		~~Series B~~					Treasury Stock
	Preferred Stock			Preferred Stock		~~Preferred Stock~~	Common Stock				~~Common~~Series B Preferred Stock
	Number			Number		~~Number~~	Number			Additional	Number				Total	~~Additional~~									~~Total~~
	of			of		of	of			Paid-in	of			Accumulated	Stockholders'	~~Paid-in~~						~~Accumulated~~			~~Stockholders'~~
	Shares	Amount	~~Amount~~	Shares	Amount	~~Shares~~	Shares	Amount		Capital	Shares	Amount	~~Amount~~	Deficit	Deficit	~~Capital~~			~~Treasury Stock~~			~~Deficit~~			~~Deficit~~
Balance, September 30, 2024	6		$	—		2,060,536		$	2,061		20,029,608		$	20,030		$	19,168,044		$	(300,000	)	$	(20,604,265	)	$	(1,714,130	)
Balance, October 1, 2025	6	$ -		2,060,536	$ 2,061		30,175,763	$ 29,927		$ 25,148,936	(502,512)	$ (300,000)		$ (26,193,306)	$ (1,312,382)
Issuance of common stock for services	—			—		—			—		4,875,000			4,875			4,870,125			—			—			4,875,000
Issuance of common stock for conversion of Series B preferred stock	-	-		(150,000)	(150)		1,500,000	1,500		(1,350)	-	-		-	-
Net loss	—			—		—			—		—			—			—			—			(5,001,251	)		(5,001,251	)
Issuance of common stock for cash	-	-		-	-		520,000	520		259,480					260,000
Balance, December 31, 2024	6			—		2,060,536			2,061		24,904,608			24,905			24,038,169			(300,000	)		(25,605,516	)		(1,840,381	)
Issuance of common stock for warrant exercises	-	-		-	-		1,440,000	1,440		(1,440)	-	-		-	-
Issuance of common stock for services	—-	-		—-	-	—	225,000	225	—	109,775	~~250,000~~-	-		~~250~~-	110,000		~~62,250~~			—			—			~~62,500~~
Net loss	—			—		—			—		—			—			—			—			(298,983	)		(298,983	)
Issuance of common stock for accrued services	-	-		-	-		505,000	505		125,745	-	-		-	126,250
Balance, March 31, 2025	6			—		2,060,536			2,061		25,154,608			25,155			24,100,419			(300,000	)		(25,904,499	)		(2,076,864	)
Issuance of common stock for conversion of accrued compensation	-	-		-	-		124,000	124		185,876	-	-		-	186,000
Issuance of common stock for cash	—			—		—			—		1,720,000			1,720			428,280			—			—			430,000
Issuance of common stock for compensation	-	-		-	-		250,000	250		124,750	-	-		-	125,000
Issuance of common stock for services	—			—		—			—		250,000			250			62,250			—			—			62,500
Issuance of common stock for conversion of note payable and accrued interest	-	-		-	-		22,092	22		22,070	-	-		-	22,092
Issuance of common stock for conversion of accrued compensation	—			—		—			—		1,300,000			1,300			323,700			—			—			325,000
Cancellation of common stock due to legal settlement	-	-		-	-		(331,250)	(331)		331	-	-		-	-
Issuance of common stock for settlement of note payable	—			—		—			—		120,000			120			29,880			—			—			30,000
Net loss for the the three months ended December 31, 2025	-	-		-	-		-	-		-	-	-		(576,280)	(576,280)
Issuance of common stock for settlement of accounts payable	—			—		—			—		120,000			120			29,880			—			—			30,000
Balance, December 31, 2025	6	$ -		1,910,536	$ 1,911		34,430,605	$ 34,182		$ 25,974,173	(502,512)	$ (300,000)		$ (26,769,586)	$ (1,059,320)
Issuances from previous period conversions	—			—		—			—		310,000			310			(310	)		—			—			—
Issuance of common stock for warrant exercise	—			—		—			—		500,000			500			—			—			—			500
Net loss	—			—		—			—		—			—			—			—			(397,779	)		(397,779	)
Balance, June 30, 2025	6		$	—		2,060,536		$	2,061		29,474,608		$	29,475		$	24,974,099		$	(300,000	)	$	(26,302,278	)	$	(1,596,643	)

See ~~accompanying~~ accompanying notes to the unaudited condensed consolidated financial statements.

GENVOR INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Three ~~and Nine~~ Months Ended ~~June~~December 3031, 2024

(Unaudited)

	Series A			Series B		~~Series B~~					Treasury Stock
	Preferred Stock			Preferred Stock		~~Preferred Stock~~	Common Stock				~~Common~~Series B Preferred Stock
	Number			Number		~~Number~~	Number			Additional	Number					Total	~~Additional~~									~~Total~~
	of			of		of	of			Paid-in	of			Accumulated		Stockholders'	~~Paid-in~~						~~Accumulated~~			~~Stockholders'~~
	Shares	Amount	~~Amount~~	Shares	Amount	~~Shares~~	Shares	Amount		Capital	Shares		Amount	~~Amount~~Deficit		Deficit	~~Capital~~			~~Treasury Stock~~			~~Deficit~~			~~Deficit~~
Balance, September 30, 2023	6		$	—		2,060,536		$	2,061		19,061,936			$	19,062		$	16,293,188		$	(300,000	)	$	(17,719,307	)	$	(1,704,996	)
Balance, October 1, 2024	6	$ -		2,060,536	$ 2,061		20,029,608	$ 20,030		$ 19,168,044	(502,512)		$ (300,000)	$ (20,604,265)		$ (1,714,130)
Sale of common stock	—			—		—			—		623,600				624			577,976			—			—			578,600
Issuance of common stock for services	-	-		-	-		4,875,000	4,875		4,870,125	-		-	-		4,875,000
Issuance of common stock erroneously omitted from prior year	—			—		—			—		50,000				50			(50	)		—			—			—
Net loss for the the three months ended December 31, 2024	-	-		-	-		-	-		-	-		-	(5,001,251)		(5,001,251)
Double issuance of common stock	—			—		—			—		60,000				60			(60	)		—			—			—
Balance, December 31, 2024	6	$ -		2,060,536	$ 2,061		24,904,608	$ 24,905		$ 24,038,169	(502,512)		$ (300,000)	$ (25,605,516)		$ (1,840,381)
Issuance of warrants for services	—			—		—			—		—				—			907,100			—			—			907,100
Issuance of warrants for conversion of note payable	—			—		—			—		—				—			329,418			—			—			329,418
Issuance of common stock for conversion of note payable	—			—		—			—		40,000				40			48,023			—			—			48,063
Net loss	—			—		—			—		—				—						—			(1,351,427	)		(1,351,427	)
Balance, December 31, 2023	6			—		2,060,536			2,061		19,835,536				19,836			18,155,595			(300,000	)		(19,070,734	)		(1,193,242	)
Issuance of common stock for services	—			—		—			—		251,072				251			305,999			—			—			306,250
Issuance of common stock for conversion of note payable	—			—		—			—		210,000				210			209,790			—			—			210,000
Sale of common stock	—			—		—			—		248,000				248			247,752			—			—			248,000
Issuance of warrants for services	—			—		—			—		—				—			100,000			—			—			100,000
Cancellation of common stock	—			—		—			—		(450,000		)		(450	)		450			—			—			—
Net loss	—			—		—			—		—				—			—						(772,055	)		(772,055	)
Balance, March 31, 2024	6			—		2,060,536			2,061		20,094,608				20,095			19,019,586			(300,000	)		(19,842,789	)		(1,101,047	)
Sale of common stock	—			—		—			—		85,000				85			84,915			—			—			85,000
Issuance of common stock for services	—			—		—			—		50,000				50			49,950			—			—			50,000
Issuance of common stock upon exercise of stock warrants	—			—		—			—		60,000				60			—			—			—			60
Cancellation of common stock	—			—		—			—		(50,000		)		(50	)		50			—			—			—
Net loss	—			—		—			—		—				—			—						(601,877	)		(601,877	)
Balance, June 30, 2024	6		$	—		2,060,536		$	2,061		$	20,239,608		$	20,240		$	19,154,501		$	(300,000	)	$	(20,444,666	)	$	(1,567,864	)

See accompanying notes to the condensed consolidated financial statements.

GENVOR INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	For the Three Months Ended
	June 30,
	December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5576,~~698,013~~280	)	$	(25,~~725~~001,~~359~~251	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,375			1,375
Late fee related to note payable		—			458
Late fee capitalized into notes payable		—			90,000
Amortization of debt discount		—			3,333
Amortization of debt discount		9,999			—
Stock-based compensation		125,000			4,737,500
Stock-based compensation and service expense		4,862,500			1,363,350
Common stock issued for services		110,000			—
Non-cash other expense		—			16,832
Gain on settlement of accounts payable, net		(8,902	)		(5,826	)
Gain on settlement of notes payable		(187,000	)		—
Changes in operating assets and liabilities:
Prepaid expense		16,344			12,921
Prepaid expenses		(33,568	)		9,281
Accrued interest		3215,~~888~~026			504
Accounts payable and accrued expenses		(57,650	)		241,492
Accounts payable and accrued interest		7,203			9,279
Accrued payroll liability and compensation		628,520			292,737
Accrued compensation and related expenses		158,968			219,503
Accrued liabilities and other payables - related parties		—			~~(243~~19,~~395~~951	)
NET CASH USED IN OPERATING ACTIVITIES		(~~399~~193,~~939~~651	)		(~~955~~1,~~873~~442	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		86,995			—
Proceeds from sale of shares of common stock		260,000			—
Repayments to related parties		(18,996	)		—
Advances from related parties		—			1,650
Proceeds from sale of common stock		430,000			911,600
NET CASH PROVIDED BY FINANCING ACTIVITIES		260,000			1,650
Proceeds from common stock warrant exercises		500			60
NET INCREASE IN CASH		66,349			208
NET CASH PROVIDED BY FINANCING ACTIVITIES		498,499			911,660
CASH - beginning of period		37,231			373
NET DECREASE IN CASH		98,560			(44,213	)
CASH - end of period	$	103,580		$	581
CASH - beginning of period		373			44,354
CASH - end of period	$	98,933		$	141
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	—		$	—
Income taxes	$	—		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of note payable into common stock	$	217,000		$	258,063
Accrued compensation settled with common stock	$	186,000		$	—
Conversion of notes payable into warrants	$	—		$	329,418
Accrued liabilities settled with shares of common stock	$	126,250		$	137,500
Conversion of note payable and accrued interest to shares of common stock	$	22,092		$	—
Cancellation of shares of common stock due to legal settlement	$	331		$	—
Conversion of series B preferred stock to shares of common stock	$	150		$	—
Shares of common stock issued for warrant exercises	$	1,440		$	—

See accompanying notes to the unaudited condensed consolidated financial statements.

GENVOR INCORPORATED

Notes to Condensed Consolidated Financial Statements

June 30, 2025

(unaudited)

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 ~~develops~~biotechnology ~~plant~~company pioneering AI-~~based~~accelerated ~~defense~~peptide technology ~~designed~~for tosustainable ~~help~~crop ~~farmers~~protection ~~achieve~~and ~~global~~plant ~~food~~health ~~security~~optimization.

Business Plan and Strategy

Genvor’s business strategy centers on leveraging its proprietary BioCypher Algorithm, an AI-~~driven~~accelerated peptide discovery platform, to create sustainable agricultural solutions that optimize crop performance across diverse growing conditions. The Company’s peptide ~~technologies~~ 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.

~~The~~NOTE ~~Company~~1 is– ~~advancing~~ORGANIZATION ~~its~~AND ~~portfolio~~BASIS ofOF ~~engineered~~PRESENTATION 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.(continued)

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 AGMI82a

	Synthetic peptides
	GV185					GV187					AGM182					D4E1
Pathogen	IC50b		95% CIe			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)

a 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).

b IC50 is 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.

c 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~~2025 filed with the SEC onDecember ~~August 1~~10, 2025.

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (continued)

Liquidity and Going Concern

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise ~~operate~~ operate on an ongoing basis. At ~~June~~December 3031, 2025, the Company had cash of $98103,~~933~~580.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, ~~which~~ 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~~059,000 at ~~June~~December 3031, 2025 and had incurred recurring net losses and used cash flows in operating activities of approximately $5576,~~698,~~000 ~~and~~ and $~~400~~194,000 for the ~~nine~~three months ended ~~June~~December 3031, 2025, respectively, with no revenues earned, and limited operational history. ~~These~~ 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.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.

9 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.

Significant estimates during the three and nine months ended June 30, 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 ~~June~~ 30December 31, 2025 and September 30, ~~2024~~2025.

The Company maintains its cash on deposits with bank and financial institution within the United States ~~(“U.S.”)~~ that at times may exceed federally- insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At ~~June~~December 3031, 2025, the Company’s cash balances were not in excess of the federally- insured limits.

Property and Equipment

Property and equipment are stated at cost and consists of furniture and fixtures. Depreciation is provided by the straight-line method over the useful lives of the related assets of seven years. Expenditures for minor enhancements and maintenance are expensed as incurred.

Long-lived Assets

The Company’s long-lived assets are reviewed for impairment in accordance with the guidance of the ASC 360, Property, Plant, and Equipment. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. During the nine months ended June 30, 2025, and 2024, the Company had not experienced impairment losses on its long-lived assets

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments and Fair Value Measurements

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

● Level 3-Inputs are unobservable inputs which reflect the, reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying 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 ~~$271,816~~ ~~and~~ $4357,~~801 in the three months ended June 30, 2025 and 2024, respectively. The Company incurred research and development~~147 ~~expense of $390,052~~ and $~~206~~63,~~911~~ 424 in the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, respectively.

Advertising and Marketing Costs

All costs related to advertising and marketing are expensed as incurred. For the three months ended ~~June~~December 3031, 2025 and 2024, advertising and marketing costs amounted to $~~0 and $12~~6,~~878 ,~~442 ~~respectively. For the nine months ended June 30, 2025~~ and ~~2024, advertising and marketing costs amounted to~~ $3,758 ~~and $81~~,~~175,~~ respectively.

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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Per Share Data

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 ~~and nine~~ months ended December ~~June 30~~31, ~~2024~~2025 and ~~2023~~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:

Schedule of antidilutive shares
	Three Months Ended March 31,				Nine Months Ended March 31,
	Three Months Ended December 31,
	2025		2024		~~2025~~		~~2024~~
Warrants to purchase common stock		100,000		3,610,000		3,650,000		100,000
Common stock warrants		1,710,000		3,570,000
Series A convertible preferred stock		6		6		6		6
Series B convertible preferred stock		1514,~~580~~080,240		15,580,~~240~~223		~~15,580,240~~		~~15,580,240~~
Convertible notes		20,000		—		20,000		—
Convertible notes*		—		20,000
Total potentially dilutive securities		15,700,246		19,190,246		19,250,246		15,680,246
Potentially dilutive securities		15,790,246		19,170,229

(*)	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.

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~~ manages the businesses internally and is mainly organized by products. During the three ~~and nine~~ months ended ~~June~~December 3031, 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.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows.

Recent Accounting Standards

In ~~November~~December 2023, the FASB ~~issued~~ ASU 2023-0709, Income Taxes (Topic 740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures,. ~~which~~This ~~enhances~~guidance ~~reportable~~is ~~segment disclosure~~intended ~~requirements,~~to ~~including~~enhance the ~~significant~~transparency ~~segment expenses~~ and ~~interim~~decision-usefulness ~~disclosures~~of ~~(“Topic~~income ~~280”)~~tax disclosures. The ~~guidance allows~~amendments ~~for~~in ~~disclosure~~ASU of2023-09 ~~multiple~~address ~~measures~~investor ofrequests afor ~~reportable~~enhanced income ~~segment’s~~tax ~~profit~~information orprimarily ~~loss,~~through ~~and~~changes itto ~~requires~~disclosure ~~that~~regarding ~~public~~rate ~~entities with~~reconciliation aand ~~single~~income ~~reportable~~taxes ~~segment~~paid ~~provide~~both ~~all~~in ~~disclosures required by~~ the ~~ASU~~U.S. and ~~all existing disclosures~~ in ~~Topic~~foreign ~~280~~jurisdictions. ~~ASC~~ASU 2023-07 09 is effective for fiscal years beginning after December 15, ~~2023~~2024 ~~and~~on ~~for~~a ~~interim~~prospective ~~reporting periods starting after December 15~~basis, ~~2024,~~ with ~~early~~the option ~~adoption~~to ~~permitted.~~apply ~~The Company adopted~~ the ~~new~~ standard ~~effective~~retrospectively. ~~June~~Early ~~30,~~adoption ~~2024~~is onpermitted. aEffective ~~retrospective~~October ~~basis.~~1, ~~The adoption~~2025, ofthe ~~this~~Company adopted ASU ~~affects~~2023-09 which ~~only~~did ~~the~~not ~~Company’s~~have ~~disclosures,~~an ~~with~~impact noon ~~impact~~are tounaudited ~~its~~condensed consolidated financial condition, or results of operations, cash flows or disclosures.

InOther ~~December~~accounting ~~2023,~~standards ~~the~~that ~~FASB~~have ~~ASU~~been ~~2023-09,~~issued ~~Income~~or ~~Taxes~~proposed ~~(Topic~~by ~~740):~~FASB ~~Improvements~~that todo ~~Income~~not ~~Tax~~require ~~Disclosures.~~adoption ~~This~~until 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~~future ~~basis,~~date ~~with~~are ~~the~~not ~~option~~expected to ~~apply the standard retrospectively. Early adoption is permitted. The Company expects that the adoption will not~~ have a material impact on ~~its~~the condensed consolidated financial statements upon adoption.

ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”). In November 2024, the FASB issued a new accounting standard to improve the disclosures about an entity’s expenses and address requests from investors for more detailed information about the types of expenses included in commonly presented expense captions. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with retrospective application permitted. The Company is evaluating the disclosure requirements related to the new standard and its impact on our consolidated financial statements.10

~~Other~~NOTE ~~accounting~~3 ~~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. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.BORROWINGS

NOTE 3 – Notes Payable

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 iswas due on September 9, 2025 ~~and bears interest at 10%~~. The principal ~~amount~~ isamount was convertible into shares of common stock of the Company at a conversion price of $1.00 per share. In addition, the Company ~~issued~~ issued the investor a stock purchase warrant to acquire 40,000 shares of common stock of the Company at a per share price of $0.01 ~~(“Pre-Funded Warrants”)~~. The warrants ~~Pre-Funded~~were ~~Warrants~~immediately ~~are~~ exercisable ~~at September 9, 2025 and until the Pre-Funded Warrants are exercised in full~~.

In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are accounted for as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. The fair value of the warrants issued to the investor was $40,000. Therefore, the Company recorded debt discount of $13,333 related to the relative fair value of the warrants issued to the investor, which ~~will~~was be amortized over the term of the note. In October 2025, the convertible note and all accrued interest of $22,092 was converted into 22,092 shares of common stock (see Note 4) at the stated conversion price of $1.00.

The convertible note payable ~~and unamortized debt discount~~ as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025 was as follows:

Schedule of convertible note payable
	June 30, 2025			September 30, 2024
	December 31, 2025			September 30, 2025
Principal amount	$	~~20,000~~—		$	20,000
Less: unamortized debt discount		~~(2,593~~—	)		~~(12,592~~—	)
Convertible note payable, net	$	~~17,407~~—		$	720,~~408~~000

For the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024, amortization of debt discount related to this convertible note payable amounted to $~~3,333 and $~~0, and $93,~~999 and $0~~333, respectively, which ~~has~~have been included in interest expense on the accompanying condensed consolidated statements of operations.

For the three and nine months ended June 30, 2025 and 2024, interest expense on the convertible note payable amounted to approximately $500 and $0, and $1,500 and $0, respectively, which has been included in interest expense on the accompanying condensed consolidated statements of operations. As of June 30, 2025 and September 30, 2024, accrued interest on the convertible note payable was $1,617 and $117, respectively.

Notes Payable

~~From~~On ~~time~~May to15, ~~time~~2025, the Company ~~enters~~and Brent Lilienthal entered into ~~unsecured~~a ~~notes~~settlement ~~payable~~agreement, ~~with~~pursuant ~~individual~~to ~~investors.~~which, ~~The~~the ~~terms~~Company settled $217,000 debt owed by the issuance of ~~these~~120,000 ~~notes~~shares ~~are~~of ~~listed~~common ~~below~~stock of the Company.

Schedule of unsecured notes payable
					Interest			Note Balance As of
Noteholder	Origination		Maturity		Rate			June 30, 2025		September 30, 2024
Brent Lilienthal		2019		12/31/2021		0	%	$	—	$	217,000
Mel Wentz		3/19/2019		4/29/2019		0	%		680,000		680,000
								$	680,000	$	897,000

During the year ended September 30, 2025, the Company recognized a gain on the extinguishment of a $680,000 note payable with Mr. Wentz. The Company obtained a legal opinion documenting the law in the state in which the debt originated. Based on such state law, the Company has been judicially released from this obligation as the statute of limitations has lapsed on any breach of contract claims.

OnInterest ~~May~~expense ~~15,~~related ~~2025, the Company and Brent Lilienthal entered into a settlement agreement, pursuant~~ to ~~which,~~borrowings ~~the~~totaled ~~Company~~$0 ~~settled~~and $~~217~~3,~~000 of~~837 ~~outstanding~~for ~~principal on~~ the ~~note~~three ~~payable by~~months ~~issuance~~ended ofDecember ~~120~~31,~~000~~ ~~shares~~2025 ofand ~~common stock of the Company with an estimated value of $30~~2024,~~000~~ ~~based on recent common stock sales (see Note 4)~~respectively. ~~The Company recognized a gain on this settlement of $187,000 as presented on the unaudited condensed consolidated statements of operations.~~

Mel Wentz received a default penalty of $10,000 each month that the note went unpaid. The Company is currently disputing the amount claimed by Mel Wentz under state usury laws. On July 14, 2024, the Company received a letter from a third party legal counsel which stated that the loan agreement appeared to be invalid under Texas usury laws. Therefore, commencing on July 1, 2024, the monthly penalty of $10,000 was no longer accrued. Default penalties during the three and nine months ended June 30, 2024 amounted to $30,000 and $90,000, respectively, which have been included in the note payable balance and presented separately on the unaudited consolidated statements of operations.

Aggregate interest expense, including amortization of debt discount, related to notes payable totaled $3,833 and $0, and $11,494 and $16,832, respectively, for the three and nine months ended June 30, 2025 and 2024, respectively, and is included in interest expense on the unaudited consolidated statements of operations.

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 $48,750. The note bears interest at a variable rate of approximately 1% and matured in April 2022. The ~~note~~Company isapplied ~~currently~~for inloan ~~default.~~forgiveness, ~~Forgiveness~~and ~~for~~the confirmation that the loan ~~was~~has ~~applied~~been ~~for~~forgiven ~~and~~ is pending.

1511

NOTE 4 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a $0.001 par value.

Series A Preferred Stock

On August 10, 2022, the Company designated 10 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. Each Series A share is convertible, at the option of the holder, into one share of fully paid and non-assessable common stock. Upon any liquidation, dissolution, or winding-up of the Company, the Series A holders are entitled to receive out the assets of the Company, for each share of Series A, an amount equal to par value before any distribution or payment shall be made to the holder of any junior securities (including common stock and all other equity or equity equivalent securities of the Company). ~~The preferred stock was issued on August 16, 2022, as follows: Bradley White (former CEO), 3 shares; Dr. Clayton Yates (employee), 3 shares; and Dr. Jesse Jaynes (employee), 3 shares.~~

~~On September~~As ~~28,~~of ~~2023,~~both ~~Mr.~~December ~~White~~31, 2025 ~~returned~~and toSeptember ~~the~~30, ~~Company~~2025, ~~for~~there ~~cancellation~~were ~~of 3~~ 6 shares of Series A preferred stock issued and outstanding.

As of both June 30, 2025 and September 30, 2024, 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 2,500,000 shares of Series B. Each share of Series B shall have 10 votes on all matters submitted to a vote of the stockholders of the Company. Each share of Series B is convertible into 10 shares of common stock of the Company.

On ~~September~~October 2819, ~~2023~~2022, ~~Mr.~~the ~~White,~~following ~~our~~shareholders ~~former~~converted ~~CEO~~shares ~~and~~of ~~the~~common ~~LASB~~stock ~~Family~~of ~~Trust returned to~~ the Company ~~for~~into ~~cancellation~~shares of ~~502,512 shares of~~ Series B ~~preferred~~to ~~stock;~~modify ~~however,~~ the common shares ~~have~~outstanding ~~not~~to ~~been~~reduce ~~canceled~~the ~~and~~outstanding ~~are~~common ~~being~~stock ~~held~~issued inby ~~treasury~~the ~~stock.~~Company, as follows:

As of June 30, 2025 and September 30, 2024, there were 2,060,536 issued and 1,558,024 outstanding the majority of which is held by related parties.


Name	Common Shares Exchanged		Series B Issued
Jaynes Investment LLC (*)		2,000,000		200,000
ACT Holdings LLC (*)		7,312,612		731,262
LASB Family Trust (*)		3,800,111		380,012
Jesse Michael Jaynes (*)		4,767,611		476,762
Bradley White (*)		1,225,000		122,500
PJ Advisory Group		1,500,000		150,000
Total		20,605,334		2,060,536

16 (*) Related parties

On September 28, 2023, Mr. White and the LASB Family Trust returned to the Company for cancellation 502,512 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 1,500,000 shares of common stock.

As of December 31, 2025 and September 30,2025, there are 1,910,536 and 2,060,536 Series B issued and 1,408,024 and 1,558,024 Series B outstanding, respectively.

NOTE 4 – STOCKHOLDERS’ DEFICIT (continued)

Common Stock

The ~~authorized~~Company ~~common~~is ~~stock~~authorized ofto ~~the~~issue ~~Company~~up ~~consists~~to of 300,000,000 shares of common stock with a $0.001 par value. All common stock shares are non-assessable and have one vote per share.

During the three ~~and nine~~ months ended ~~June~~December 3031, 2025 ~~and 2024~~, the Company ~~had~~issued the following shares of common stock ~~issuances~~:

Common ~~Stock~~stock ~~Sold~~ for ~~Cash~~conversion of Series B preferred stock

~~During~~The ~~the three months ended June 30, 2025, the~~ Company ~~sold~~issued ~~an aggregate of~~ 1,~~720~~500,000 shares of its common stock atfor athe ~~price~~conversion of ~~$0.25 per~~150,000 ~~share~~shares toof ~~investors~~Series ~~and~~B ~~received~~preferred ~~proceeds of $430,000~~stock.

Common Stock Issued for ~~Services~~Cash

~~During~~The ~~the nine months ended June 30, 2025, the~~ Company issued ~~an aggregate of 5~~520,~~375,~~000 shares of its common stock toand ~~its~~received ~~chief~~cash ~~executive officer~~proceeds ~~for services rendered during the nine months ended June 30, 2025. These shares were valued at an aggregate~~ of $5260,000~~,000 using~~ ~~the~~or ~~most recent common stock sales on the date of grant~~$0.50 ~~The~~per Company recorded stock-based compensation expense of $62,500 and $4,862,500 for the three and nine months ended June 30, 2025, respectively, which has been included in compensation and related expenses on the unaudited consolidated statements of operations, and reduced accrued compensation by $137,500 that had been accrued as of September 30, 2024 related to shares of common stock that had vested for services but were not issuedshare.

Common ~~Stock~~stock ~~Issued~~ for ~~Accrued~~warrant ~~Compensation Converted~~ exercises

InThe ~~May 2025, the~~ Company issued 1,~~300~~440,000 shares of its common stock ~~upon~~for ~~the~~warrant ~~conversion of accrued compensation outstanding with our CEO of $125,000 and a total of $200,000 of accrued bonuses with our two scientific advisor employees~~exercises. These bonuses were earned and approved by the board in May 2025 pursuant to a milestone defined in their employment agreements, being met (see Note 6). The conversion ratio of $.25 was based on recent stock sales and therefore no gain or loss was recorded on this conversion.

Common ~~Stock~~stock ~~Issued~~ for ~~Accounts Payable Settlements and Note Payable Conversion~~services

InThe ~~April and May 2025, the~~ Company issued ~~an aggregate of 120~~225,000 shares of ~~common~~its ~~stock with an estimated fair value of $30,000 based on recent sales of~~ common stock for ~~the settlement of~~ $43110,~~902~~000 of ~~outstanding~~consulting ~~accounts~~services ~~payable~~pursuant ~~balances.~~to ~~The~~consulting ~~settlement~~agreements ~~resulted in a net gain of approximately $13,902,~~ which ishas ~~included~~been reflected inwithin ~~net~~professional ~~gain~~fees on ~~settlement of liabilities on~~ the accompanying unaudited condensed consolidated statements of operations.

InCommon ~~May 2025, Brent Lilienthal converted his note payable with the principal amount of $217,000 into 120,000 shares of common~~ stock ~~with~~ anfor ~~estimated~~accrued fair value of $30,000 based on recent sales of common stock (see Note 3). The conversion resulted in a gain of approximately $187,000 as presented on the unaudited condensed consolidated statements of operations.services

17 The Company issued 505,000 shares of its common stock for $126,250 of consulting services provided that were accrued for as of September 30, 2025.

OnCommon ~~March 9, 2024, the Company agreed to issue 210,000 shares of common~~ stock ~~with~~for anconversion ~~estimated fair value~~ of ~~$1 related to the conversion of a note payable for $200,000 and~~ accrued ~~interest of $10,000. These shares were not issued until June 2025 (see Issuance of Common Stock below).~~compensation

~~Common~~The ~~Stock~~Company ~~Issued~~issued 124,000 shares of its common stock for ~~Warrant~~ ~~Exercise~~the conversion of $186,000 of accrued compensation owed to one of its board of directors and scientific advisor.

InCommon ~~April 2025, the Company issued 500,000 shares of its common~~ stock ~~upon~~for ~~the exercise of warrants with an exercise price of $.001 and received proceeds of $500.~~compensation

~~Issuance~~The Company issued its current CEO 250,000 shares for common stock pursuant to an employment agreement which provides the CEO with 250,000 shares of ~~Common~~common ~~Stock~~stock each calendar quarter as compensation (see Note 6).

InCommon ~~May and June 2025, the Company issued 310,000 shares of common~~ stock for ~~the~~ conversion of ~~$220,000~~note ofpayable ~~principal~~ and accrued interest ~~that occurred during the fiscal year ended September 30, 2024 for which the shares had not been issued.~~

~~Warrants~~The ~~(except~~Company issued 22,092 shares of its common stock for ~~pre-funded~~the conversion of note payable and accrued interest totaling $22,092 (see Note 3).

~~Comm~~Cancellation ~~stock~~of ~~warrant~~common ~~(except~~stock ~~Pre-Fund~~due ~~Warrants)~~to ~~activity~~legal ~~for the three and nine months ended June 30, 2025 was as follows:~~ settlement

Schedule of stock warrant activity
	Number of Warrants			Weighted Average Exercise Price		Weighted Average Contractual Term
Outstanding at October 1, 2024		3,610,000		$	0.001		0.57
Granted		–			–		-
Outstanding at December 31, 2024		3,610,000		$	0.001		0.32
Granted		–			–		-
Expired		(2,060,000	)	$	0.001		-
Outstanding at March 31, 2025		1,550,000		$	0.001		0.19
Exercised		(500,000	)	$	0.001		-
Expired		(950,000	)	$	0.001		-
Outstanding and exercisable at June 30, 2025		100,000		$	0.001		0.05

Pursuant to a legal settlement (see Note 6), the Company received back 331,250 shares of its common stock which were subsequently cancelled.

~~There~~During ~~is no “established trading market” for shares of~~ the ~~Company’s~~three ~~common~~months ~~stock~~ended atDecember ~~June 30~~31, ~~2025. Therefore~~2024, the ~~aggregate~~ ~~intrinsic~~Company ~~value~~issued ~~for~~ the ~~outstanding~~following ~~warrants~~shares ~~and~~of ~~exercisable at June 30, 2025 are not available. However, as disclosed in Note 4 above Company sold~~ common stock ~~shares in a private placement offering for $.25.~~:

18 Common Stock Issued for Services

~~Pre~~During the three months ended December 31, 2024, the Company issued 4,875,000 shares of its common stock to its chief executive officer for services rendered. These shares were valued at $4,875,000, the fair market value on the grant date using the latest third-~~Funded~~party sale ~~Warrants~~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 compensation by $137,500.

InCommon ~~connection~~Stock with the issuance of a convertible note payable (see Note 3), the Company issued 40,000 pre-funded warrants with an exercise price of $0.01 per share exercisable until September 9, 2025. There was no activity related to pre-funded warrants during the nine months ended June 30, 2025.Warrants

Common stock warrant activity for the three months ended December 31, 2025 was as follows:

Schedule of stock warrant activity
	Number of Warrants		Weighted Average Exercise Price

Outstanding at October 1, 2025	3,150,000	$	0.01
Exercises	(1,440,000)	$	0.01
Outstanding at December 31, 2025	1,710,000	$	0.001
Warrants exercisable at December 31, 2025	$ 1,710,000	$	0.001

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 $2,565,000 based on the Company’s over-the-counter market price of $1.50 on the last trading day of the quarter.

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: (i) annual salary was increased from $300,000 to $350,000, (ii) a guaranteed calendar year bonus equal to 30% of his annual salary was established versus milestone-based bonuses, and (iii) the CEO now receives 500,000 shares of common stock every six months that he remains with the Company which are issued quarterly with 250,000 shares of common stock.

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 8%. The CEO and scientific advisors can convert any accrued compensation into shares of common stock at a conversion rate equal to the fair market value on the date of conversion (see Note 4).

As of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, ~~the~~accrued ~~Company~~compensation ~~owed~~and ~~its~~related ~~former~~expenses ~~chief~~owed ~~business~~to ~~officer~~the CEO and ~~interim~~scientific ~~chief~~advisors ~~financial officer,~~pursuant ~~Judith~~to ~~Miller,~~employment agreements totaled $38715,~~904 primarily~~456 ~~from~~and ~~accrued~~$742,488, ~~compensation~~respectively.

As of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, ~~accrued~~the ~~compensation~~Company ~~and~~owed ~~related~~its ~~expenses~~former ~~owed~~chief tobusiness ~~these~~officer ~~individuals~~and ~~pursuant~~interim tochief ~~employment~~financial officer, ~~agreements~~Judith ~~totaled~~Miller, $~~632~~38,~~424~~904 primarily ~~and~~from ~~$466,404,~~accrued ~~respectively~~compensation.

Advances from Related Parties

The Company’s CEO and scientific advisors make working capital advances as needed which bear interest at 8% per annum and are short-term in nature, unsecured and repayable on demand. During the ~~nine~~three months ~~ended~~ending ~~June~~September 30, 2025 and 2024, the Company received $~~86,995~~0 and $71,~~969~~650 of advances from these related parties ~~and repaid $18,996 of these advances~~. As of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, advances owed to the ~~CEO and~~ scientific advisors totaled $8184,~~215~~137 and ~~$13,216,~~are ~~respectively~~reflected on the accompanying consolidated balance sheets as advances from related parties.

As of June 30, 2025 and September 30, 2024, the Company owed, its former CEO, $3,846 for expenses paid on behalf of the Company.

As of June 30, 2025 and September 30, 2024, advances from related parties totaled $85,061 and $17,062, respectively, as presented on the unaudited condensed consolidated balance sheets. These advances have no specific repayment terms and are due on demand. The advances from our CEO and scientific advisors bear interest at 8%.

Accrued Interest

The accrued compensation and advances received from the CEO and two scientific advisors, collectively referred to as the “employees” bear interest at 8%. As of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, accrued interest due these employees was $4169,~~093~~960 and $954,~~705~~814, respectively, which is included in accrued interest on the unaudited condensed consolidated balance sheets. During the three and nine months ended June 30, 2025, interest expense amounted to $12,305 and $31,403, respectively, which is included in interest expense on the condensed unaudited consolidated statements of operations. Such interest expense was not significant during the three and nine months ended June 30, 2024.

During the three months ended December 31, 2025 and 2024, interest expense with these employees amounted to $15,025 and $0, respectively, which is included in interest expense on the unaudited condensed consolidated statements of operations.

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 on June 20, 2023. As part of the settlement agreement, Mr. White was to receive a total settlement of $300,000, payable in tranches of $50,000, beginning on September 28, 2023, or within seven days, and each subsequent payment on the monthly anniversary of the settlement agreement execution. In exchange for the settlement, Mr. White returned to the Company for cancellation the following: 3 shares of Series A preferred stock and 502,512 shares of Series B preferred stock. As of September 30, 2024, the Company still owed Bradley White $50,000 which has been included in accounts payable and accrued expenses on the accompanying condensed consolidated ~~balance~~ balance sheets. On June 11, 2025, the Company executed a release and settlement agreement with Mr. White. Pursuant to the settlement agreement, the Company agreed to pay $55,000 for the settlement of all amounts outstanding with this individual and recognized a loss of $5,000 ~~which has been netted with the gain on settlement of accounts payable on the condensed unaudited consolidated statements of operations~~.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that we believe could have a material adverse effect on its financial condition or results of operations except as noted.Litigation

~~The~~From time to time, the Company is ~~currently~~subject ~~disputing~~to ~~amounts~~ordinary ~~claimed~~routine litigation incidental to beits ~~owed~~normal tobusiness operations. The Company is not currently a ~~noteholder,~~party ~~Mel~~to ~~Wentz,~~any ~~under~~material ~~state~~legal ~~usury~~proceedings, ~~laws~~except ~~(see~~as ~~Note~~set 3)forth below.

On February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District ~~Court~~ 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 toon ~~effect~~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, ~~and Ms. Miller was to be compensated as follows:~~ (i) a base salary of $180,000 per year; (ii) 25,000 shares of Company common stock per month for a period of one year; (iii) an additional equity award of 250,000 shares of Company common stock upon the Company receiving the results of the scientific studies conducted by Southern Gardens/US Sugar for further use by the Company; (iv) an additional equity award of 50,000 shares of Company common stock upon the Company raising each tranche $1,000,000 up to an aggregate of $10,000,000; (v) Ms. Miller will receive an additional equity award of 50,000 shares of Company common stock upon the Company raising $2,500,000; (vi) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $6,000,000, and (vii) Ms. Miller will receive an additional equity award of 100,000 shares of Company common stock upon the Company raising $10,000,000. This agreement was terminated in May 2024 (see Note 56 for amounts owed and outstanding under this agreement).

On January 17, 2024, the Company executed an advisor agreement with Dr. Jesse Jaynes, a director of the Company (the “Jaynes Advisor Agreement”). Dr. Jaynes will be compensated as follows: (i) Dr. Jaynes will be paid a $50,000 signing bonus; (ii) Dr. Jaynes will be paid $5,000 per month (increased to $9,167 effective January 1, 2025); (iii) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.

On January 17, 2024, the Company executed an advisor agreement with Dr. Clayton Yates, a director of the Company (the “Yates Advisor Agreement”). Dr. Yates will be compensated as follows: (i) Dr. Yates will be paid a $50,000 signing bonus; (ii) Dr. Yates will be paid $5,000 per month (increased to $8,333 effective January 1, 2025); (iii) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops.

21 During the year ended September 30, 2025, the board of directors approved a $100,000 bonus for Yates and Jaynes each. Yates and Jaynes converted this bonus into 400,000 shares of common stock each.

On January 17, 2024, the Company appointed Chad Pawlak as Chief Executive Officer of the Company. Pursuant to the Pawlak Employment Agreement, Mr. Pawlak will act as Chief Executive Officer of the Company until the agreement is terminated in accordance with its terms, and Mr. Pawlak will be compensated as follows: (i) Mr. Pawlak will receive a base salary of $300,000 per year; (ii) Mr. Pawlak will be eligible for annual incentive bonus awards of up to 30% of Mr. Pawlak’s then-current base salary in the discretion of the compensation committee of the Board, provided that such bonus for the first year of employment shall be earned for the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company (the “First Milestone”), and the bonus for the second year of employment shall be earned for the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray (the “Second Milestone”); (iii) Mr. Pawlak will initially receive 50,000 shares of Company common stock, and 950,000 shares of Company common stock which shall vest monthly for a period of 36 months (25,000 shares a month for months 1-34, and 50,000 shares a month for months 35-36); (iv) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the First Milestone; (v) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the Second Milestone; (vi) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vii) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops. Effective January 1, 2025, an amendment to the CEO’s employment agreement was executed and amended the following provisions: (i) annual salary was increased from $300,000 to $350,000, (ii) a guaranteed calendar year bonus equal to 30% of his annual salary was established versus milestone-based bonuses, and (iii) the CEO now receives 500,000 shares of common stock every six months that he remains with the Company.14

~~Refer to~~NOTE ~~Note~~6 ~~5 for disclosure of amounts outstanding and due under these employment agreements as of June 30, 2025. See also Note 4~~– ~~for~~COMMITMENTS ~~certain~~AND ~~amounts~~CONTINGENCIES ~~accrued under these employment agreements that were converted into shares of common stock during the three months ended June 30, 2025.~~(continued)

22 On January 17, 2024, the Company appointed Chad Pawlak as Chief Executive Officer of the Company. Pursuant to the Pawlak Employment Agreement, Mr. Pawlak will act as Chief Executive Officer of the Company until the agreement is terminated in accordance with its terms, and Mr. Pawlak will be compensated as follows: (i) Mr. Pawlak will receive a base salary of $300,000 per year; (ii) Mr. Pawlak will be eligible for annual incentive bonus awards of up to 30% of Mr. Pawlak’s then-current base salary in the discretion of the compensation committee of the Board, provided that such bonus for the first year of employment shall be earned for the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company (the “First Milestone”), and the bonus for the second year of employment shall be earned for the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray (the “Second Milestone”); (iii) Mr. Pawlak will initially receive 50,000 shares of Company common stock, and 950,000 shares of Company common stock which shall vest monthly for a period of 36 months (25,000 shares a month for months 1-34, and 50,000 shares a month for months 35-36); (iv) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the First Milestone; (v) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon achievement of the Second Milestone; (vi) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vii) Mr. Pawlak will receive an additional equity award of 1,000,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops. On December 20, 2024, the board of directors approved the issuance of the 5,000,000 shares available to Mr. Pawlak under the original terms of his Employment Agreement for services rendered (see Note 4). Effective January 1, 2025, an amendment to the CEO’s employment agreement was executed and amended the following provisions: (i) annual salary was increased from $300,000 to $350,000, (ii) a guaranteed calendar year bonus equal to 30% of his annual salary was established versus milestone-based bonuses, and (iii) the CEO now receives 500,000 shares of common stock every six months that he remains with the Company.

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.

~~Common Stock Sold for Cash~~15

During the period from July 1, 2025 through the date of this filing, the Company sold an aggregate of 280,000 shares of its common stock at a price of $0.25 per share to unrelated investors and received proceeds of $70,000.

Common Stock Issued for Services

On August 6, 2025, the Company issued 20,000 fully vested shares of its common stock to an employee with an estimated fair value of $5,000, based on recent sales of common stock, pursuant to an employment agreement.

Common Stock Issued for Accounts Payable Settlements

On August 14, 2025, the Company issued 51,155 shares of its common stock with an estimated fair value of $12,789, based on recent sales of common stock, for the settlement of an outstanding payable balance of $15,347 with an unrelated professional service provider. The settlement resulted in a net gain of approximately $2,558.

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~~ 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 ~~and nine~~ months ended ~~June~~December 3031, 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.

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.

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.

Competitive Advantage

Technical Formulation Advancement

Table 3. Inhibitory concentration where 50% of spores were killed (IC50) and 95% confidence interval (Cl) for fungal and bacterial plant pathogens challenged with synthetic peptides GV185, GV187, D4E1, and AGMI82a

Pathogen	Synthetic peptides
	GV185		GV187		AGM182		D4E1
	IC50b	95% Clc	IC50	95% Cl	IC50	95% CI	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)

b IC50 is 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.

Going Concern

~~The~~These ~~accompanying~~ 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. At June 30, 2025, as reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of $1,609,170. At June 30, 2025, the Company had an accumulated deficit of $26,302,278. For the nine months ended June 30, 2025, the Company recognized a net loss of $5,698,013 and used cash in operating activities of $399,939, 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.

27 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.

~~While~~The ~~the~~ Company ~~is currently developing its products and technologies, the Company~~’s ~~cash~~ability ~~position may not be sufficient enough~~ to ~~support the Company’s daily operations. Management intends to~~ raise additional ~~funds~~capital bythrough ~~way~~debt ~~of additional public and/~~or ~~private~~ ~~offerings~~future issuances of ~~its~~capital stock ~~but~~is ~~such capital cannot be assured~~unknown. ~~Management~~The ~~believes~~obtainment ~~that~~of ~~the actions presently being taken~~additional ~~to further implement its business plan~~financing, ~~develop its products and technologies, and generate revenues should provide~~ the ~~opportunity for~~successful ~~the~~development ~~Company~~of ~~to continue as a going concern. While~~ the Company’s ~~believes~~contemplated inplan ~~the~~of ~~viability~~operations, ofand its ~~strategy~~transition, ultimately, to ~~generate revenues~~the ~~and~~attainment inof ~~its~~profitable ~~ability~~operations toare ~~raise~~necessary ~~additional~~for ~~funds in~~ the ~~future,~~Company ~~there can be no assurances~~ to ~~that~~continue ~~effect~~operations. The ability ~~of the Company~~ to ~~continue~~successfully asresolve athese ~~going~~factors raises ~~concern~~substantial isdoubt ~~dependent~~about ~~upon~~ the Company’s ability to ~~further~~continue ~~implement~~as ~~its~~a ~~business~~going ~~plan and generate cash flows from financing activities or operating activities~~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 ~~the~~we ~~Company~~ 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.

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

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 ~~and Nine~~ Months Ended ~~June~~December 3031, 2025 and 2024

Revenues

We did not earn any revenues during the three ~~and nine~~ months ended ~~June~~December 3031, 2025, and 2024.

Operating Expenses

For the three ~~and nine~~ months ended December ~~June 30~~31, 2025 and 2024, operating expenses consisted of the following:

		Three Months Ended June 30,					Nine Months Ended June 30,
			For the Three Months Ended December 31,
		~~2025~~	2025	2024	~~2024~~		~~2025~~		~~2024~~
Research and development expenses		$	271,816		$	43,801	$	390,052	$	206,911
OPERATING EXPENSES:
Advertising and marketing expenses			—			12,878		3,758		81,175
	Research and development expenses		$ 57,147	$ 63,424
Professional fees			80,356			264,801		100,436		1,085,290
	Advertising and marketing expenses		6,442	3,758
Compensation and related benefits			184,824			234,408		5,283,418		1,188,373
	Professional fees		191,182	11,618
Other general and administrative			40,547			15,945		73,349		62,560
	Compensation and related benefits		272,985	4,909,204
		$	577,543		$	571,833	$	5,851,013	$	2,624,309
	Other general and administrative expenses		34,899	9,410
	Total Operating Expenses		$ 562,655	$ 4,997,414

● For the three months ended June 30, 2025, research and development expenses increased by $228,015, or 520.6%, as compared to the three months ended June 30, 2024. For the nine months ended June 30, 2025, research and development expenses increased by $183,141 or 88.5%, as compared to the nine months ended June 30, 2024. The increase was primarily due to increased research projects in the three and nine months ended June 30, 2025. We expect that our research and development expenses will likely remain at its current quarterly level with minimal increase in the near future.18

● For the three months ended ~~June~~December 3031, 2025, ~~advertising~~research and ~~marketing~~development expenses decreased by $126,~~878~~277, or ~~100~~9.09%, as compared to the three months ended ~~June~~December 3031, 2024. ~~For~~The ~~the~~decrease ~~nine~~was ~~months~~primarily ~~ended~~due ~~June~~to ~~30,~~the ~~2025,~~purchase ~~advertising~~of peptides and ~~marketing~~other ~~expenses~~supplies ~~decreased~~of byapproximately $7729,~~417,~~000 orduring ~~95.4%~~the three months ending December 31, as2024, ~~compared~~that todid not occur during the ~~nine~~three months ended ~~June~~December 3031, ~~2024.~~2025, ~~The~~offset ~~decrease~~by ~~was~~an ~~primarily~~increase ~~due~~in topayroll ~~decreased~~expenses ~~advertising~~of ~~activities~~approximately in$23,000 ~~the~~given ~~three~~to ~~and~~our ~~nine~~scientific ~~months~~advisors ~~ended~~effective ~~June~~January 301, 2025 ~~due to cash flow constraints~~. We expect that our ~~advertising~~research and ~~marketing~~development expenses will ~~likely~~increase ~~remain~~in atthe ~~its~~near ~~current~~future ~~quarterly~~as ~~level~~we ~~with~~continue ~~minimal~~to ~~increase~~work inon ~~the~~commercializing ~~near~~our ~~future~~products.

● Professional fees primarily consisted of accounting fees, audit fees, legal service fees, consulting fees, investor relations service charges, and other fees. For the three months ended June 30, 2025, professional fees decreased by $184,445 or 69.7% as compared to the three months ended June 30, 2024, which was primarily attributable to a decrease in accounting, audit and legal fees as the Company ceased compliance related filings due to cash flow constraints. For the nine months ended June 30, 2025, professional fees decreased by $984,854 or 90.7% as compared to the nine months ended June 30, 2024, which was primarily attributable to a decrease in accounting, audit and legal fees as the Company ceased compliance related filings due to cash flow constraints and a decrease in stock-based compensation with service providers.?

29 ● 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.

● ~~For~~Professional ~~the~~fees ~~three~~primarily ~~months~~consist ~~ended~~of ~~June~~accounting 30fees, ~~2025~~audit fees, ~~compensation~~legal ~~and~~service ~~related~~fees, ~~benefits~~consulting ~~decreased by $49~~fees,~~584~~ orinvestor ~~21.2%~~relations asservice ~~compared to the three months ended June 30~~charges, ~~2024,~~and ~~which~~other ~~was primarily attributable to a decrease in contractor personal~~fees. For the ~~nine~~three months ended ~~June~~December 3031, 2025, ~~compensation~~professional ~~and~~fees ~~related benefits~~ increased by $4179,~~095,045~~564 or ~~344~~1,545.6%, as compared to the ~~nine~~three months ended ~~June~~December 3031, 2024., ~~The~~which ~~significant increase~~ was primarily ~~due~~attributable to an increase ofin ~~stock-based~~consulting ~~compensation~~services paid with ~~our~~shares ~~CEO~~of ~~for~~common ~~services~~stock ~~provided to the Company~~ and an increase in ~~his~~legal ~~monthly salary~~ and ~~guaranteed~~accounting ~~bonus~~fees ~~effective~~associated ~~January~~with 1,getting ~~2025~~our ~~resulting~~filings inwith ~~approximately~~the ~~$13,000~~securities ~~of additional compensation expense each month,~~ and aexchange ~~$90,000~~commission ~~one-time bonus provide by the board in January 2025 for 2024 services~~current.

● ~~Other general and administrative expenses mainly consists of OTC listing fee, office supplies, travel and entertainment expenses, and other miscellaneous items.~~ For the three months ended ~~June~~December 3031, 2025, ~~other~~compensation ~~general~~ and ~~administrative~~related benefits expenses ~~increased~~decreased by $244,~~602~~636,219 or ~~154~~94.34%, as compared to the three months ended ~~June~~December 3031, 2024. ~~For~~The ~~the~~significant ~~nine~~decrease ~~months~~was ~~ended~~primarily ~~June~~attributable ~~30,~~to ~~2025,~~a ~~other~~decrease ~~general~~in ~~and~~stock-based ~~administrative~~compensation ~~expenses~~of ~~decreased by~~ $104,~~789~~612,500, orwhich ~~17.2%~~reflects ~~as compared to~~ the ~~nine~~stock-based ~~months~~compensation ~~ended~~paid ~~June 30, 2024. The increase was mainly due~~ to anour ~~increase in insurance expense~~CEO.

30 ● 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 ~~June~~December 3031, 2025, loss from operations amounted to $~~577~~562,~~543~~655, as compared to $~~571~~4,~~833~~ 997,414 for the three months ended ~~June~~December 3031, 2024, representing ana ~~increase~~decrease of $54,~~710~~434,759, or 188.07% .

AsOther a result of the foregoing, for the nine months ended June 30, 2025, loss from operations amounted to $5,851,013, as compared to $2,624,309 for the three months ended June 30, 2024, representing an increase of $3,226,704 or 123.0%. Expense

Other expense mainly includes ~~(Expense)~~interest ~~Income~~expense related to our borrowings, and default penalties – late fees on a note payable.

Other (expense) ~~income~~totaled ~~mainly~~$13,625 ~~includes~~for ~~interest~~the ~~expense,~~three ~~default~~months ~~penalties~~ended onDecember a31, ~~note payable~~2025, ~~amortization~~as ofcompared ~~debt~~to ~~discount~~$3,837 ~~gains~~for onthe three months ended December 31, 2024, ~~settlement~~an increase of ~~liabilities~~$9,788, ~~and~~or ~~note~~255.10%. ~~payable,~~This ~~and~~increase is ~~other~~primarily ~~miscellaneous~~related (to an increase in interest expense) ~~income~~incurred with related parties for working capital advances and accrued compensation.

~~Other~~Income income, net, totaled $179,764 for the three months ended June 30, 2025, as compared to $30,044 of other expense, net for the three months ended June 30, 2024, a increase of $209,808 or 698.3% which was primarily attributable to $195,902 of a gain recognized on the settlement of accounts payable and a note payable with shares of common stock during the three months ended June 30, 2025 and a decrease in interest expense and penalties of $13,862.Taxes

~~Other~~We did ~~income,~~not ~~net,~~have ~~totaled~~any ~~$153,000~~income ~~for~~taxes ~~the nine months ended June 30, 2025, as compared to $101,050 of other~~ expense, ~~net,~~ for the ~~nine~~ ~~months~~three ended June 30, 2024, a increase of $254,050 or 251.4% which was primarily attributable to $195,902 of a gain recognized on the settlement of accounts payable and a note payable with shares of common stock during the nine months ended ~~September~~December 3031, 2025 and a2024 ~~decrease in interest expense and penalties of $63,930,~~ since ~~commencing~~we onincurred ~~July~~losses ~~1, 2024, the monthly penalty of $10,000 for Mel Wentz’s note payable stopped being accrued as described elsewhere~~ in ~~this~~these ~~report~~periods.

Net Loss

As a result of the factors described above, our net loss was $~~397~~576,~~779~~280, or $0.0102 per share (basic and diluted), for the three months ended December ~~June 30~~31, 2025, as compared to $~~601~~5,~~877~~001,251, or $0.0324 per share (basic and diluted), for the three months ended ~~June~~December 3031, 2024, a andecrease ~~increase~~ of $~~204~~4,~~098~~424,971, or 3388.95%%.

As a result of the factors described above, our net loss was $5,698,013, or $0.23 per share (basic and diluted), for the nine months ended June 30, 2025, as compared to $2,725,359, or $0.14 per share (basic and diluted), for the three months ended June 30, 2024, an increase of $2,972,654 or 109.1%.

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 June 30, 2025 and September 30, 2024, we had a cash balance of $98,933 and 373, respectively. 19

~~The~~Liquidity ~~following~~is ~~table~~the ~~sets~~ability ~~forth~~of a ~~summary~~company ofto ~~changes~~generate infunds ~~our~~to ~~working~~support ~~capital~~its ~~deficit~~current ~~from~~and ~~September~~future 30operations, ~~2024~~satisfy toits ~~June~~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.

	June 30,			September 30,			Changes in
	2025			2024			Amount		Percentage
Working capital deficit:
Total current assets	$	103,894		$	21,678		$	82,216		379.3	%
Total current liabilities		1,713,064			1,749,710			36,646		(2.1	)%
Working capital deficit	$	(1,609,170	)	$	(1,728,032	)	$	118,862		6.1	%

The following table sets forth a summary of changes in our working capital deficit from September 30, 2025 to December 31, 2025:

Our working capital deficit decreased by $118,862 to $1,609,170 at June 30, 2025 from $1,728,032 at September 30, 2024. The decrease in working capital deficit was primarily attributable to a decrease in accounts payable and notes payable of $313,552 resulting from the settlement of these liabilities with shares of common stock and cash payments and an increase in current assets primarily due to an increase in our cash balance of $98,560 from the sale of common stock, offset by an aggregate increase of $276,906 in convertible note payable, accrued interest, accrued compensation and advances from related parties.

	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	%

32 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 ~~Nine~~Three Months Ended ~~June~~December 3031, 2025 Compared to the ~~Nine~~Three Months Ended ~~June~~December 3031, 2024

The ~~following~~ following summarizes the key components of our cash flows for the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024:

	Nine Months Ended June 30,
	For the Three Months Ended December 31,
	2025			2024
Net cash used in operating activities	$	(399,939	)	$	(955,873	)
NET CASH USED IN OPERATING ACTIVITIES	$	(193,651	)	$	(1,442	)
Net cash provided by financing activities		498,499			911,660
NET CASH PROVIDED BY FINANCING ACTIVITIES		260,000			1,650
Net increase (decrease) in cash	$	98,560		$	(44,213	)
NET INCREASE IN CASH	$	66,349			208

Net cash ~~flow~~ used in operating activities for the ~~nine~~three months ended ~~June~~December 3031, 2025 was $~~399~~193,~~939~~651, which primarily reflected our consolidated net loss of approximately $5576,~~698,~~000, offset by ~~the~~ non-cash ~~item adjustments, primarily consisting of~~ stock-based compensation and ~~service~~stock ~~expense~~for services of ~~approximately~~ $4225,~~862~~000,~~500~~ and ~~$200,902~~net ofoperating ~~gains~~cash oninflows ~~settlement~~ of ~~liabilities~~approximately ~~and~~$148,000 afor ~~note payable and the~~ net ~~cash inflow~~ changes in operating assets and liabilities ~~of $625,000, primarily consisting of an increase in accrued compensation of $628,520~~.

33 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 ~~flow~~provided ~~used~~by infinancing ~~operating~~ activities ~~for the nine months ended June 30, 2024~~ was $~~955~~260,~~873, which primarily reflected our consolidated net loss of approximately $2,725,~~000, ~~and~~for the ~~changes~~three in operating assets and liabilities, primarily consisting of a decrease in accrued liabilities and other payables – related parties of approximately $243,000 due to the payments made to our related parties in the nine months ended ~~June~~December 3031, ~~2024~~2025, ~~offset~~as bycompared anto ~~increase in accrued professional fees of approximately~~ $~~241~~1,~~000~~650 ~~resulting from~~for the ~~increase in professional services providers in the nine~~ three months ended ~~June~~December 3031, 2024,. ~~an increase~~During ~~in accrued research and development fees of approximately $160,000 driven by~~ the ~~increased~~three ~~research projects in the nine~~ months ended ~~June~~December 3031, ~~2024~~2025, ~~and~~we anreceived ~~increase~~cash inproceeds ~~accrued payroll liability and compensation~~ of ~~approximately~~ $~~133~~260,000 ~~which~~for ~~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~~sale ~~item adjustments, primarily consisting~~ of ~~late fee capitalized into notes~~ ~~payable~~shares of ~~$90,000,~~common ~~and~~ stock~~-based~~ ~~compensation~~compared ~~and~~to ~~service expense of~~ approximately $12,~~363,~~000 ~~which was mainly attributable to the value of warrants granted and vested~~ in ~~the~~proceeds ~~nine~~from ~~months~~related ~~ended~~party ~~June~~advances ~~30,~~during ~~2024 of approximately $1,007,000 and~~ the ~~value~~three ~~of our common stock granted in the nine~~ months ended ~~June 30~~December 31, 2024 ~~of approximately $356,000~~ .

Net cash flow provided by financing activities was $498,900 for the nine months ended June 30, 2025, as compared to $911,660 for the nine months ended June 30, 2024. During the nine months ended June 30, 2025, we received proceeds from sale of common stock and a warrant exercise of $430,400 and net advances from related parties of $67,999 compared to $911,660 received during the nine months ended June 30, 2024 from the sale of common stock and the exercise of a warrant.

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 ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024.

3420

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

~~the~~Evaluation ~~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~~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.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~~ required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the ~~quarterly~~quarter ~~period~~ ended ~~June~~December 3031, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

3521

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~The~~From ~~Company~~time ~~is not a party~~ to ~~any significant pending legal proceedings other than as disclosed below~~time, ~~and~~we ~~no other such proceedings~~ are ~~known~~subject to beordinary ~~contemplated.~~routine Nolitigation ~~director,~~incidental ~~officer~~to orour ~~affiliate~~normal ofbusiness ~~the Company, and no owner of record or beneficial owner of more than 5~~operations.0% ofWe ~~the~~are ~~securities~~not ofcurrently ~~the Company, or any associate of any such director, officer or security holder is~~ a party ~~adverse~~ to ~~the~~any ~~Company or has a~~ material ~~interest~~legal ~~adverse~~proceedings, toexcept ~~the~~as ~~Company~~set inforth ~~reference to pending litigation~~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 October 13, 2024, Judith Miller sent the Company a letter demanding payment for amounts she claimed she was owed under her prior ~~employment~~ 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 ~~April~~December 2520, ~~2025~~2024, the Company ~~sold~~issued ~~800~~4,875,000 shares of its common stock atto aMr. ~~price~~Pawlak offor $0services rendered.25 ~~per~~The ~~share~~shares towere avalued at $4,875,000, the fair market value on the grant date using the latest third-party ~~investor~~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 ~~received~~payroll ~~proceeds~~liability and compensation of $~~200~~137,~~000~~500.

On April 30, 2025, the Company issued 20,000 shares of common stock to a third-party investor relations firm for the settlement of a $36,402 outstanding accounts payable.

On April 30, 2025, the Company issued 500,000 shares of common stock for the exercise of a warrant by a third-party investor with an exercise price of $.001.

On May 1, 2025, the Company issued 100,000 shares of common stock to a third-party service provider for the settlement of a $7,500 outstanding accounts payable.

On May 2, 2025, the Company issued its Chief Executive Officer, Mr. Pawlak, 500,000 shares of common stock for the conversion of $125,000 of accrued compensation.

On May 2, 2025, the Company issued 100,000 shares of common stock to a third-party convertible loan holder for the conversion of a $10,000 convertible loan that occurred in 2023 but the shares had not been issued following the 2023 conversion. .

On May 8, 2025, the Company issued its directors and two scientific advisors, Dr. Jaynes and Dr. Yates, an aggregate of 800,000 shares of common stock for the conversion of an aggregate of $200,000 of accrued bonuses.

On May 12, 2025, the Company sold 200,000 shares of its common stock at a price of $0.25 per share to a third-party investor and received proceeds of $50,000.

On May 13, 2025, the Company sold 40,000 shares of its common stock at a price of $0.25 per share to a third-party investor and received proceeds of $10,000.

On May 22, 2025, the Company sold 400,000 shares of its common stock at a price of $0.25 per share to a third-party investor and received proceeds of $100,000.

On May 23, 2025, the Company sold 60,000 shares of its common stock at a price of $0.25 per share to a third-party investor and received proceeds of $15,000.

On May 23, 2025, the Company issued 120,000 shares of common stock to Brent Lilienthal for the settlement of a $217,000 outstanding note payable.

On June 2, 2025, the Company issued 210,000 shares of common stock to Berkley Capital Inc. for the conversion of a $210,000 convertible loan that occurred in 2023 but the shares had not been issued following the 2023 conversion.

On June 18, 2025, the Company sold 200,000 shares of its common stock at a price of $0.25 per share to a third-party investor and received proceeds of $50,000.

On June 25, 2025, the Company sold 20,000 shares of its common stock at a price of $0.25 per share to a third-party investor and received proceeds of $5,000.

On June 30, 2025, the Company issued 250,000 shares of its common stock to Mr. Pawlak for services rendered during the three-month period ended June 30, 2025.

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

None.

ITEM 6. EXHIBITS

Exhibit		~~Description~~	Description
~~3.1~~	3.1	~~Florida Articles of Incorporation (incorporated by reference to Exhibit 3.A to our Registration Statement on Form S-1, filed on May 4, 2020)~~	Florida Articles of Incorporation (incorporated by reference to Exhibit 3.A to our Registration Statement on Form S-1, filed on May 4, 2020)
~~3.2~~	3.2	~~Nevada Articles of Incorporation (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q, filed on July 20, 2021)~~	Nevada Articles of Incorporation (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q, filed on July 20, 2021)
~~3.3~~	3.3	~~Certificate of Correction to Nevada Articles of Incorporation (incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed on July 20, 2021)~~	Certificate of Correction to Nevada Articles of Incorporation (incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed on July 20, 2021)
~~3.4~~	3.4	~~Bylaws (incorporated by reference to Exhibit 3.B to our Registration Statement on Form S-1, filed on May 4, 2020)~~	Bylaws (incorporated by reference to Exhibit 3.B to our Registration Statement on Form S-1, filed on May 4, 2020)
10.1*	10.1*	~~Exchange Agreement, by and between the Company and Genvor Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 1, 2021)~~	Exchange Agreement, by and between the Company and Genvor Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 1, 2021)
10.2*	10.2*	Agreement and Plan of Merger, by and between the Company, Genvor Inc., and Genvor Acquisition Corp. (incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K filed on March 21, 2022)	Agreement and Plan of Merger, by and between the Company , Genvor Inc., and Genvor Acquisition Corp. (incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K filed on March 21, 2022)
~~10.3~~	10.3	~~Employment Agreement, by and between Genvor Incorporated and Chad Pawlak, dated January 17, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 23, 2024)~~	Employment Agreement, by and between Genvor Incorporated and Chad Pawlak, dated January 17, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 23, 2024)
~~10.4~~	10.4	Employment Agreement, by and between Genvor Incorporated and Judith S. Miller, dated January 17, 2024 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on January 23, 2024)	Employment Agreement, by and between Genvor Incorporated and Judith S. Miller, dated January 17, 2024 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on January 23, 2024)
~~10.5~~	10.5	Science Advisor Agreement, by and between Genvor Incorporated and Jesse Jaynes, dated January 16, 2024 (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on January 23, 2024)	Science Advisor Agreement, by and between Genvor Incorporated and Jesse Jaynes, dated January 16, 2024 (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on January 23, 2024)
~~10.6~~	10.6	Science Advisor Agreement, by and between Genvor Incorporated and Clayton Yates, dated January 16, 2024 (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on January 23, 2024)	Science Advisor Agreement, by and between Genvor Incorporated and Clayton Yates, dated January 16, 2024 (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on January 23, 2024)
~~10.7~~	10.7	Indemnification Agreement, by and between Genvor Incorporated and Chad Pawlak, dated January 17, 2024 (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on January 23, 2024)	Indemnification Agreement, by and between Genvor Incorporated and Chad Pawlak, dated January 17, 2024 (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on January 23, 2024)
~~10.8~~	10.8	Indemnification Agreement, by and between Genvor Incorporated and Judith S. Miller, dated January 17, 2024 (incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed on January 23, 2024)	Indemnification Agreement, by and between Genvor Incorporated and Judith S. Miller, dated January 17, 2024 (incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed on January 23, 2024)
~~10.9~~	10.9	Indemnification Agreement, by and between Genvor Incorporated and Jesse Jaynes, dated January 17, 2024 (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed on January 23, 2024)	Indemnification Agreement, by and between Genvor Incorporated and Jesse Jaynes, dated January 17, 2024 (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed on January 23, 2024)
	10.10		Indemnification Agreement, by and between Genvor Incorporated and Clayton Yates, dated January 17, 2024 (incorporated by reference to Exhibit 10.8 to Current Report on Form 8-K filed on January 23, 2024)
	31.1 **		Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2 **		Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1**		Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
	32.2**		Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
	101.INS***		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
	101.SCH***		Inline XBRL Taxonomy Extension Schema Document.
	101.CAL***		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
	101.DEF***		Inline XBRL Taxonomy Extension Definition Linkbase Document.
	101.LAB***		Inline XBRL Taxonomy Extension Labels Linkbase Document.
	101.PRE***		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
	104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

10.10		Indemnification Agreement, by and between Genvor Incorporated and Clayton Yates, dated January 17, 2024 (incorporated by reference to Exhibit 10.8 to Current Report on Form 8-K filed on January 23, 2024)
31.1**		Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**		Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
32.2**		Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
101.INS***		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH***		Inline XBRL Taxonomy Extension Schema Document.
101.CAL***		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF***		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB***		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE***		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.

** Filed herewith.

*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

3922

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: September 8, 2025	Name: Chad Pawlak
	Title: Chief Executive Officer
	(Principal Executive Officer)
	By: /s/ Chad Pawlak
Dated: September 8, 2025	Name: Chad Pawlak
	Title: Chief Financial Officer
	(Principal Financial and Accounting Officer)

GENVOR INCORPORATED



	By: /s/ Chad Pawlak
Dated: February 12, 2026	Name: Chad Pawlak
	Title: Chief Executive Officer
	(Principal Executive Officer)

	By: /s/ Chad Pawlak
Dated: February 12, 2026	Name: Chad Pawlak
	Title: Chief Financial Officer
	(Principal Financial and Accounting Officer)

Filing Compare · Genvor Inc