GNVR 10-K & 10-Q changes, risk factors and insider trading
Genvor Inc · OTC · Agricultural Production-Crops · CIK 1792941 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“Other expense, net, totaled $101,911 for the year ended September 30, 2024, as compared to $268,795 for the year ended September 30, 2023, a decrease of $166,884, or 62.1%, which was primarily attributable to a decrease in interest expense of approximately $26,000, mainly driven by the decrease in outstanding note payable, a decrease in loss on debt settlement of approximately $111,000, and a decrease in default penalties – late fees of $30,000.”see in full comparison
“Other income, net, totaled $820,810 for the year ended September 30, 2025, as compared to other expense, net of $101,911 for the year ended September 30, 2024, an increase in other income, net of $922,721, or 905.4%, which was primarily attributable to a decrease in interest expense of approximately $42,000, mainly driven by the decrease in outstanding notes payable, a decrease in penalties and a gain of $875,000 on the settlement of accounts payable and notes payable with shares of our common stock and the derecognition of a $680,000 note payable in which the statute of limitations …”see in full comparison
“Our working capital deficit increased by $7,302 to $1,728,032 at September 30, 2024 from $1,720,730 at September 30, 2023. …”see in full comparison
“Our working capital deficit decreased by $415,650 to $1,312,382 at September 30, 2025 from $1,728,032 at September 30, 2024. …”see in full comparison
“Net cash flow used in operating activities for the year ended September 30, 2023 was $864,557, which primarily reflected our consolidated net loss of approximately $1,707,000, and the changes in operating assets and liabilities, primarily consisting of a decrease in accrued payroll liability and compensation of approximately $166,000, and a decrease in USDA CRADA liability of approximately $246,000, offset by an increase in accrued professional fees of approximately $139,000, and the non-cash item adjustments, primarily consisting of loss on debt settlement of $105,000, and stock-based …”see in full comparison
Net cash flow provided by financing activities was $592,575 for the year ended September 30, 2025, as compared to $931,660 for the year ended September 30,see in full comparison2024, as compared to $612,525 for2024. During the year ended September 30,2023.2025, we received proceeds from sale of common stock and warrant exercises of $525,500 and advances from related parties of $67,075, net of repayment. During the year ended September 30, 2024, we received proceeds fromissuancenotesof convertible debt and warrants of $20,000 and proceeds from sale of common stock of approximately $912,000. During the year ended September 30, 2023, we received proceeds from notespayable of$250,000$20,000 and proceeds from sale of common stock of approximately$363,000.$912,000.
Full comparison: every changed paragraph (21)
Genvor Incorporated (the “Company”
or “Genvor”) was incorporated in Florida on September 26, 2018, as Allure Worldwide, Inc., and as of November 18, 2019,
redomiciled to Nevada. On June 24, 2022, the Company changed its name to from Allure Worldwide, Inc. to Genvor Incorporated.
The Company’s subsidiary, Genvor
Inc. was incorporated under the laws of the State of Delaware on April 4, 2019, as Nexion Biosciences Inc. and on January 22, 2020,
its name was changed to Genvor Inc. Genvor Inc. develops plant-based defense technology designed to help farmers achieve global
food security.
During May 2019, Genvor Inc. acquired Nexion
Biosciences LLC (“NBLLC”) from a founder for nominal consideration. NBLLC was formed in the State of Delaware on December
28, 2018.
The Company was originally
formed with
the intention of seeking to acquire the assets or shares of an entity actively engaged in business which generates revenues,
in 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,
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,corporation would(“Merger mergeSubsidiary”),
merged (the
“Merger”) with and into Old Genvor, with each share of Old Genvor common stock issued immediately prior to the
time 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
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,
Acquisition, and subsequently the Company’s original founding shareholders cancelled 18,144,112
shares of Company common stock
in connection with the Acquisition.
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. a pioneer in AI-accelerated peptide technology for sustainable agriculture.
During May 2019, Genvor Inc. acquired Nexion Biosciences LLC (“NBLLC”) from its founder for nominal consideration. NBLLC was formed in the State of Delaware on December 28, 2018.
The Company, through its wholly owned subsidiary Genvor Inc., is pioneering the development and commercialization of AI-accelerated peptide technology to address critical challenges in global agriculture. Genvor’s proprietary BioCypher Algorithm and extensive library of patented peptides represent a transformative approach to sustainable crop protection and performance enhancement, targeting the estimated $220 billion in annual global crop losses attributed to plant diseases, pests, and environmental stressors.
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.
Several conditions
and events
cast substantial doubt about the Company’s ability to continue as a going concern. The Company requires capital
for its contemplated
operational and marketing activities to take place. As reflected in the accompanying consolidated financial
statements, the Company had
working capital deficit of approximately $1,728,000$1,312,000 at September 30, 20242025, and had incurred recurring
net losses and generated
negative cash flowflows from operating activities of approximately $5,589,000 and $557,000 and $2,885,000
and $976,000 for the yearyears ended September 30, 2025, and September 30, 2024, respectively.
Deferred tax is calculated
using tax rates
that are expected to apply to the period when the asset is realizedrealized, 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
authorityauthority, and we intend to settle its current tax assets and liabilities on a net basis.
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 nonemployeenon-employee 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.
Other Expense (Other Income)
Other expense mainly includes interest expense, lossdefault
on debt settlement, default penalties – late fees on a note payable, and other miscellaneous expense.
Other income, net, totaled $820,810 for the year ended September 30, 2025, as compared to other expense, net of $101,911 for the year ended September 30, 2024, an increase in other income, net of $922,721, or 905.4%, which was primarily attributable to a decrease in interest expense of approximately $42,000, mainly driven by the decrease in outstanding notes payable, a decrease in penalties and a gain of $875,000 on the settlement of accounts payable and notes payable with shares of our common stock and the derecognition of a $680,000 note payable in which the statute of limitations had lapsed. 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.
Other expense, net, totaled $101,911 for the
year ended September 30, 2024, as compared to $268,795 for the year ended September 30, 2023, a decrease of $166,884, or 62.1%,
which was primarily attributable to a decrease in interest expense of approximately $26,000, mainly driven by the decrease in outstanding
note payable, a decrease in loss on debt settlement of approximately $111,000, and a decrease in default penalties – late fees
of $30,000.
Our working capital deficit decreased by $415,650 to $1,312,382 at September 30, 2025 from $1,728,032 at September 30, 2024. The decrease in working capital deficit was primarily attributable to an increase in current assets of approximately $24,000, a decrease in notes payable from the settlement of one note with a principal amount of $217,000 with shares of common stock, the derecognition of a $680,000 note due to the statute of limitations lapsing and the Company being legally released, offset by an increase of approximately $505,000 in accounts payable and accrued expenses, in convertible notes payable, accrued interest, accrued compensation and related expenses and advances from related parties.
Our working capital deficit
increased by $7,302 to $1,728,032 at September 30, 2024 from $1,720,730 at September 30, 2023. The increase in working capital deficit
was primarily attributable to an increase in notes payable of approximately $78,000 which was mainly attributable to the late fees capitalized
into notes payable in the year ended September 30, 2024, an increase in accrued professional fees of approximately $245,000 which was
mainly attributable to the increase in professional services providers in the year ended September 30, 2024, an increase in accrued research
and development fees of approximately $195,000 due to the increased research projects in the year ended September 30, 2024, and an increase
in accrued payroll liability and compensation of approximately $238,000 which was primarily attributable to we hired a full time CEO in
January 2024 and his salary was accrued and unpaid commencing on May 1, 2024, offset by a decrease in convertible notes payable of approximately
$493,000 resulting from conversion of notes payable into our common stock and warrants in the year ended September 30, 2024, and a decrease
in accrued liabilities and other payables of approximately $236,000 driven by the payments made to our related parties in the year ended
September 30, 2024.
Net cash flows used in operating activities for the year ended September 30, 2025 was $555,717, which primarily reflected our consolidated net loss of $5,589,041, offset by changes in operating assets and liabilities of approximately $960,000 primarily consisting of an increase in accrued compensation and related expenses and accrued interest and non-cash changes of approximately $4,073,000, primarily due to stock-based compensation of $4,930,000, offset with gain on extinguishment of notes payable of $867,000.
Net
cash flow used in operating activities for the year ended September 30, 2023 was $864,557, which primarily reflected our consolidated
net loss of approximately $1,707,000, and the changes in operating assets and liabilities, primarily consisting of a decrease in accrued
payroll liability and compensation of approximately $166,000, and a decrease in USDA CRADA liability of approximately $246,000,
offset by an increase in accrued professional fees of approximately $139,000, and the non-cash item adjustments, primarily consisting
of loss on debt settlement of $105,000, and stock-based compensation and service expense of approximately $963,000.
Net cash flow provided by
financing activities was $592,575 for the year ended September 30, 2025, as compared to $931,660 for the year ended September 30, 2024, as compared to $612,525 for2024.
During the year ended September
30, 2023.2025, we received proceeds from sale of common stock and warrant exercises of $525,500 and advances
from related parties of $67,075, net of repayment. During the year ended September 30, 2024, we received proceeds from issuancenotes of convertible debt and warrants of $20,000 and
proceeds from sale of common stock of approximately $912,000. During the year ended September 30, 2023, we received proceeds from notes
payable of $250,000
$20,000 and proceeds from sale of common stock of approximately $363,000.$912,000.
What changed in the latest 10-Q
Risk Factors
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Foliar Segments:”
New heading “Traits Segments:”
New heading “Fair Value of Common Stock”
Removed heading “Recent Developments”
Largest changes
Othersee in full comparisonexpenseincome (expenses), net mainly includes interest expense related to our notespayable,payable anddefaultthepenaltieschange–inlatefairfeesvalueonofaournotewarrantpayable.liabilities.
“For each Tranche funded under the Note to the Company, the Note principal shall consist of $200,000 (up to an aggregate of $800,000 if all four Tranches are funded to the Company). The Note matures upon the earlier of (i) 9 months following the Issue Date set forth in the Note (April 15, 2026), or (ii) the listing of the Company’s common stock on a national securities exchange (an “Exchange Listing”). …”see in full comparison
“On April 14, 2026, the Company entered into a non-binding Memorandum of Understanding (the “MOU”) with Canlab International™ (“Canlab”), establishing a strategic collaboration framework for the development, manufacturing, and commercialization of a portfolio of novel natural peptide candidates targeting markets that include weight management, anti-aging and longevity, tissue repair and regeneration, hair restoration, and hormonal optimization. …”see in full comparison
“Management’s plans do not alleviate the substantial doubt about our ability to continue as a going concern. See Note 1 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.”see in full comparison
Full comparison: every changed paragraph (56)
Genvor, through its wholly-owned subsidiary, Genvor Inc., is developing an AI-enabled peptide platform focused on proprietary peptide candidates for agricultural crop protection, crop optimization and related health and wellness applications. The Company’s most advanced scientific foundation is its antimicrobial peptide platform (“AMPs”), which are designed to inhibit or disrupt microbial pathogens through mechanisms that may include membrane interaction, increased permeability, pore formation, cell wall and plasma membrane disruption, and cytosolic leakage.
The Company’s peptide technology has advanced from in vitro testing into transgenic maize greenhouse studies. Peer-reviewed published data showed that the Company’s peptides reduced growth of numerous bacterial and fungal pathogens, and that its lead product candidates, AGM182, GV185 and GV187, reduce fungal growth and aflatoxin accumulation in transgenic maize. The Company intends to build its agricultural commercialization strategy around two complementary pathways: (i) seed traits, in which selected peptides are expressed internally by crops, and (ii) foliar biological crop protection products, in which selected peptides are externally applied.
The Company also intends to use its peptide library and its AI-enabled peptide design platform, BioCypher, to further design, identify, optimize and license peptide candidates to third parties, including potential partners in agriculture and human health and wellness. In human health and wellness, the Company intends to apply BioCypher through a business-to-business model under which its role would be to design, identify, optimize and license peptide candidates to third-party companies for potential use in consumer health, wellness, cosmetic, topical, nutraceutical and functional support applications; however, the Company is not currently positioned as a vertically integrated direct-to-consumer wellness product company.
Genvor, through its wholly-owned subsidiary, Genvor
Inc., is pioneering the development and commercialization of AI-accelerated peptide technology to address critical challenges across two
markets: agricultural biologicals and human health and wellness. Management believes Genvor’s proprietary AI-accelerated-BioCypher
platform along with its patented peptides represent a transformative approach to sustainable crop protection and performance enhancement,
targeting the estimated $220 billion in annual global crop losses attributed to plant diseases, pests, and environmental stressors according
to UN Food and Agriculture Organization, and a scalable foundation for direct-to-consumer health and wellness products across high-growth
categories.
Over the next four years, the Company intends to focus on researching and developing portfolio solutions for the following:
Foliar Segments:
Traits Segments:
With respect to agriculture, antimicrobial peptides
(“AMPs”) are intended to provide broad-spectrum protection against fungal, bacterial, and viral pathogens that threaten
crop productivity worldwide while nutritionally enhanced peptides (“NEPs”) are intended to optimize nutrient uptake and utilization,
thereby improving crop yields and quality while reducing fertilizer inputs. The Company is also advancing crop-enhancing peptides (“CEPs”)
that are intended to improve stress tolerance and plant vigor, as well as insecticidal peptides that are intended to offer targeted pest
control without the environmental persistence associated with synthetic chemicals.
These peptide technologies are distinguished by their
multiple modes of action and biodegradability, which are intended to significantly reduce the risk of resistance development that increasingly
limits the effectiveness of conventional chemical pesticides. The Company’s solutions are intended to meet stringent regulatory
requirements for residue-free agricultural products while maintaining or exceeding the efficacy standards of traditional crop protection
methods. Management believes this positions Genvor to capture value in both conventional and organic agricultural markets as global regulations
continue to restrict chemical pesticide usage and consumers increasingly demand sustainably produced food.
The Company’s strategic vision extends beyond
crop protection to encompass the broader agricultural value chain as Genvor is actively developing applications for its peptide portfolio
in animal health and nutrition, where NEPs demonstrate potential to improve feed conversion efficiency, enhance gut health, and reduce
antibiotic usage in livestock and aquaculture production systems. These cross-sector applications leverage the same BioCypher platform
and AI-generated peptides that underpin Genvor’s agricultural and human health and wellness businesses, creating multiple pathways
for potential value creation and commercial deployment.
Recent Developments
Effective April 16,
2026, the Company entered into a securities purchase agreement (the “SPA”) with Evergreen Capital Management LLC (“Evergreen”),
pursuant to which the Company sold, and Evergreen purchased, (i) a convertible promissory note in the aggregate principal amount of up
to $800,000 (the “Note”), and (ii) warrants to purchase up to 600,000 shares of Company common stock (the “Warrants”),
for an aggregate purchase price of up to $666,668 (the “Purchase Price”). The Purchase Price is to be paid in four tranches
of $166,667 (each, a “Tranche”), with the first Tranche paid at the initial closing of the transaction, and the remaining
three Tranches paid to the Company upon (i) the Company’s filing of a registration statement on Form S-1 registering for resale
shares of Company common stock issuable upon conversion of the Note, and (ii) receiving comments from the SEC on that registration statement.
Evergreen shall retain $10,000 from each Tranche to cover its legal fees and closing costs. The first Tranche was funded on April 16,
2026, and on that date, the Note and Warrants were issued to Evergreen.
For each Tranche
funded under the Note to the Company, the Note principal shall consist of $200,000 (up to an aggregate of $800,000 if all four Tranches
are funded to the Company). The Note matures upon the earlier of (i) 9 months following the Issue Date set forth in the Note (April 15,
2026), or (ii) the listing of the Company’s common stock on a national securities exchange (an “Exchange Listing”).
The Note accrues interest at 10% per annum and is convertible into shares of the Company’s common stock at $1.00 per share, or
80% of the lowest volume-weighted average price during the five trading days preceding conversion upon the occurrence of any event of
default; provided, however, that the holder may not convert the Note to the extent that such conversion would result in the holder’s
beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common
stock. The Warrants only entitle the holder to purchase up to 300,000 shares initially, and upon the funding of the second Tranche under
the Note, entitle the holder to purchase up to an additional 300,000 shares. The Warrants have a five-year term, are exercisable on a
cashless basis, and have an initial exercise price of $1.00, subject to adjustment so that the exercise price under the Warrants equals
the applicable conversion price under the Note.
On April 14, 2026, the Company entered into a non-binding
Memorandum of Understanding (the “MOU”) with Canlab International™ (“Canlab”), establishing a strategic
collaboration framework for the development, manufacturing, and commercialization of a portfolio of novel natural peptide candidates
targeting markets that include weight management, anti-aging and longevity, tissue repair and regeneration, hair restoration, and hormonal
optimization. Under the framework contemplated by the MOU, the Company would contribute peptide candidates designed using its proprietary
BioCypher platform and intellectual property, and Canlab would contribute its peptide manufacturing capabilities and its established
clinical distribution network, which the parties have represented includes more than 5,000 physicians and more than 500 medical spa operators.
The MOU also contemplates preferred manufacturing and distribution rights for Canlab within defined channels, subject to performance-based
conditions and future definitive agreements.
Under the MOU, the parties intend to initiate development
of approximately five peptide candidates in 2026, with a roadmap to expand the pipeline to twenty or more candidates over time, subject
to validation and commercial readiness. For each peptide target category, the Company anticipates potential economic participation structures
for jointly commercialized products that may include target annual payments of approximately $1 million or royalty-based participation
of approximately 11% on net sales. The MOU is non-binding, and the foregoing terms are illustrative of the structures the parties currently
anticipate; the obligations of the parties, including any economic terms, remain subject in all respects to the negotiation and execution
of definitive agreements. There can be no assurance that the parties will enter into definitive agreements on the terms described or
at all, or that any peptide candidates will be successfully developed or commercialized.
Significant
estimates include the valuation of deferred tax assets and the associated valuation allowances, andthe fair value of the Company’s common stock, the valuation of stock-based compensation.compensation, the fair value of warrants classified as liabilities, and the grant-date fair value of equity instruments issued as compensation for services.
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 changedcharged to equity. Deferred tax assets and liabilities are offset when they are 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.
Warrants
The Company accounts for warrants issued in connection with its financing transactions as either equity-classified or liability-classified instruments based on an assessment of the specific terms of each warrant under ASC 480 and ASC 815-40. The assessment considers whether the instrument is freestanding, whether it meets the definition of a liability under ASC 480, and whether it satisfies the conditions for equity classification under ASC 815-40, including whether the instrument is considered indexed to the Company’s own common stock. The assessment is performed at issuance and at each subsequent reporting date.
Equity-classified warrants are recorded within additional paid-in capital at their allocated value on the date of issuance and are not subsequently remeasured. Liability-classified warrants are recorded at fair value on the date of issuance and are remeasured to fair value at each reporting date, with the change in fair value recognized in other income (expense). Upon exercise, a liability-classified warrant is remeasured to fair value as of the exercise date and the resulting amount is reclassified to stockholders’ equity together with any exercise proceeds.
The warrants issued in connection with the Company’s convertible notes payable provide that the exercise price of the warrant is conformed to the conversion price under the related note. Under the terms of that note, the conversion price may in specified circumstances be adjusted to an amount determined by reference to a market price of the Company’s common stock. Because the exercise price of the warrants is therefore not fixed, the warrants do not satisfy the condition in ASC 815-40-15-7C that the settlement amount equal the difference between the fair value of a fixed number of shares and a fixed monetary amount, and the warrants are classified as liabilities.
The warrants issued in connection with our convertible notes payable are classified as a liability and are remeasured to fair value at each reporting date, with the change recognized in earnings. Fair value is estimated using an option-pricing model and is classified within Level 3 of the fair value hierarchy. The measurement is most sensitive to the price of our common stock and to expected volatility, and to a lesser extent to the risk-free interest rate and the remaining term of the warrants. Because our common stock is thinly traded, expected volatility is estimated by reference to comparable publicly traded companies rather than our own trading history, and the share price input is derived from executed transactions over a trailing period rather than a single quoted price. A change in either input would change the amount recognized in earnings. Because the warrants have a five-year term, this measurement will continue to affect our results in each reporting period until the warrants are exercised or expire.
The Series C Preferred Stock issued to an advisor is measured once, at its grant-date fair value, and is not subsequently remeasured. That measurement depends on two assumptions that are inherently uncertain. The first is the probability that our common stock is listed on a national securities exchange before April 14, 2027, which determines which of the two settlement formulas in the Certificate of Designation applies. The second is a discount for lack of marketability, which reflects the restricted nature of the securities and the limited trading in our common stock. Both are management estimates. A higher assumed probability of listing, or a lower marketability discount, would each increase the expense recognized. Because the award is equity-classified and vested at issuance, a change in either assumption in a later period does not change the amount already recognized.
Fair Value of Common Stock
Our common stock is quoted on the Over-the-Counter (“OTC”) market and does not trade on many days, so determining its fair value for the purpose of measuring equity instruments issued and share-based payments requires judgment. Where no trade is reported on a measurement date, we do not rely on the last reported sale price, which may reflect an isolated transaction on an earlier date, and instead determine fair value by reference to a volume-weighted average price of executed transactions over a trailing period. Applying a different basis would change the amounts recognized for equity issued and for share-based payments during the period.
Our convertible notes payable and our Series C Preferred Stock each contain a conversion feature. Whether such a feature must be separated from its host contract and carried as a derivative at fair value through earnings depends on judgments that are not free from doubt, including whether the feature is clearly and closely related to the host contract, whether our common stock is readily convertible to cash under ASC 815-10-15-83(c), given the limited trading volume in our common stock, and whether the instrument is within the scope of ASC 718 and therefore excluded from derivative accounting under ASC 815-10-15-74(b). We have concluded that no embedded feature requires separation, and no derivative liability has been recognized. A different conclusion on any of these judgments would require us to recognize a derivative liability measured at fair value at each reporting date, with changes in fair value recognized in earnings, which could have a material effect on our reported liabilities and net loss.
Comparison
of Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025
We did not earngenerate any
revenues revenue during the three months ended MarchJune 31,30, 2026,2026 and 2025.
For
the three months ended MarchJune 31,30, 2026 and 2025 operating expenses consisted of the following:
During the three
months ended MarchJune 31,30, 2026, and 2025, the Company incurred a loss from operations of $407,492$2,481,013 and $276,056,$577,543, respectively. The primary
reason for the increase in the loss from operations is dueattributable to the increases in operating expenses we have experienced as discussedreasons above.
Other Expenses,
Income (Expenses), net
Other
expense income (expenses), net mainly includes interest expense related to our notes payable,payable and defaultthe penaltieschange –in latefair feesvalue onof aour notewarrant payable.liabilities.
Other expenses, net totaled
$22,075 $75,455 for the three months ended MarchJune 31,30, 2026, as compared to $22,927other income, net of $179,764 for the three months ended MarchJune 31,30, 2025, a decreasechange of $852,
$(255,219), or 3.7%,(142.0)%. whichThe change is attributableprimarily due to a decreasegain on settlement of a note payable of $187,000 during the three months ended June 30, 2025 and an increase in interest expense withdue relatedon partiesthe ofconvertible $8,609notes offsetpayable byissued anduring increasethe inthree othermonths expense
ofended $7,757.June 30, 2026.
We
did notrecorded have anyno income taxestax expense or benefit for the three months ended MarchJune 31,30, 2026 and 20252025, sinceas wethe incurreddeferred tax assets arising from our losses inare thesefully periods.offset by a valuation allowance.
As
a result of the factors described above, our net loss was $429,567,$2,556,468, or ($0.01) per share (basic and diluted), for the three months ended
March 31, 2026, as compared to $298,983 or ($0.01)$0.07 per share (basic and diluted), for the three months ended MarchJune 31,30, 2026, as compared to $397,779, or $0.01 per share (basic and diluted), for the three months ended June 30, 2025, an increase
of $130,584,$2,158,689, or 43.68%.542.7%.
For the Six
Nine Months Ended MarchJune 31,30, 2026, and 2025
We did not earngenerate any
revenues revenue during the sixnine months ended MarchJune 31,30, 2026,2026 and 2025.
For
the sixnine months ended MarchJune 31,30, 2026 and 2025 operating expenses consisted of the following:
During the sixnine months
ended MarchJune 31,30, 2026,2026 and 2025, the Company incurred a loss from operations of $970,147$3,451,160 and $5,273,470,$5,851,013, respectively. ThisThe decreasechange of
$4,303,323in ornet 81.6%loss wasis primarily dueattributable to decreasedthe stock-basedreasons compensation with our CEO of $4,570,000, offset by increases in advertising
and marketing expenses, professional fees, and other general and administrative expenses as discusseddisclosed above.
Other Expenses,
Income (Expenses), net
Other expenses, net totaled $111,155 for the nine months ended June 30, 2026, as compared to other income, net of $153,000 for the nine months ended June 30, 2025, a change of $(264,155), or (172.7)%. The change is primarily due to a gain on settlement of a note payable of $187,000 during the nine months ended June 30, 2025 and an increase in interest expense due to the convertible notes payable issued during the three months ended June 30, 2026.
Income Taxes
We recorded no income tax expense or benefit for the nine months ended June 30, 2026 and 2025, as the deferred tax assets arising from our losses are fully offset by a valuation allowance.
Other
expenses, net totaled $35,700 for the six months ended March 31, 2026, as compared to $26,764 for the six months ended March 31, 2025,
an increase of $8,936, or 33.4%, which was primarily attributable increased interest expense on amount due to related parties.
As
a result of the factors described above, our net loss was $1,005,847,$3,562,315, or ($0.03)$0.10 per share (basic and diluted), for the sixnine months ended
March 31,June 30, 2026, as compared to $5,300,234,$5,698,013, or ($0.23) per share (basic and diluted), for the sixnine months ended MarchJune 31,30, 2025, a decrease
of $4,294,387,$2,135,698, or 81.02%.37.5%.
Going Concern
AsAt ofJune March 31,30, 2026,
we had $94,808$196,522 in cash, a working capital deficit of $891,095$2,551,952 and an accumulated deficit of $27,199,153.$29,755,621. Net cash used in operating activities
was $594,213$898,957 and $72,575$399,939 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. We incurred net losses of $1,005,847$3,562,315 and $5,300,234
$5,698,013 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. We have incurred substantial operating losses since inception and expect
to continue to incur significant operating losses for the foreseeable future. We have not yet commercialized any products and have never
generated any revenue from product sales.
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 ofour thisfinancial report.statements are issued. 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. ThereWhile we plan to raise capital in the future through the sale of equity or debt securities to continue to implement our business plan, we may not be able to raise additional capital on terms acceptable to us, or at all. Furthermore, there are no assurances that we will be successful in our efforts to raise additional
capital, implement our business plan or generate sufficient revenues to continue as a going concern. While we plan to raise capital in
the future through the sale of equity or debt securities to implement our business plan, we may not be able to raise additional capital
on terms acceptable to us, or at all. If we are unable to raise capital when needed, our business, results of operations, and financial
condition could be adversely affected.
Management’s plans do not alleviate the substantial doubt about our ability to continue as a going concern. See Note 1 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Cash Flows for
the SixNine Months Ended MarchJune 31,30, 2026 Compared to the SixNine Months Ended MarchJune 31,30, 2025
The following summarizes
the key components of our cash flows for the sixnine months ended MarchJune 31,30, 2026 and 2025:
Net
cash used in operating activities for the sixnine months ended MarchJune 31,30, 2026 was approximately $594,000,$899,000, which primarily reflected our consolidated
net loss of approximately $1,006,000,$3,562,000, offset by the non-cash item adjustments, primarily consisting of stock-based compensation, Series C Preferred Stock and common
stock issuance for services, and loss on settlement of accounts payable with shares of common stockstock, amortization of a debt discount and fair value change of our warrant liabilities of approximately $372,000$939,000 and the
net cash inflows from changes in operating assets and liabilities of approximately $40,000.$1,724,000, primarily consisting of the accrual of tax reimbursement policy liabilities of approximately $1,646,000.
Net
cash flow used in operating activities for the sixnine months ended MarchJune 31,30, 2025 was approximately $73,000,$400,000, which primarily reflected our consolidated
net loss of approximately $5,300,000,$5,698,000, offset by the non-cash item adjustments,adjustments of approximately $4,678,000, primarily consisting of stock-based compensation and service
expense of $4,862,500 and approximately $4,800,000$196,000 of gains on settlement of liabilities and a note payable and the net cash inflow changes in operating assets and liabilities of $427,000,$620,000, primarily consisting of an increase
in accrued compensation of $368,000approximately and increase in accounts payable, accrued expenses and accrued interest of $38,000 due to our working
capital constraints.$629,000.
Net
cash provided by financing activities was approximately $652,000$1,058,000 for the sixnine months ended MarchJune 31,30, 2026,2026. asDuring compared to $73,000 for
the sixnine months ended MarchJune 31, 2025. During the six months ended March 31,30, 2026, our financing activities related to proceeds received
from the sale of shares of common stock and pre-funded warrants of approximately $665,000, and proceeds of $470,000 received from the issuance of convertible notes payable, offset by payments on a finance liability
of approximately $14,000$27,000 related to the financing of our insurance premiums.premiums Duringand the six months ended March 31, 2025, we received
related party advances for working capital needs$50,000 of approximatelydeferred $73,000.offering costs.
During the nine months ended June 30, 2025, net cash provided by financing activities was approximately $500,000. During the nine months ended June 30, 2025, we received proceeds from sale of common stock and a warrant exercise of $430,500 and net advances from related parties of approximately $68,000.
In
addition, the impact that the imposition of tariffs and changes to global trade policies could have on our results of operations is uncertain.
GNVR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-04-15 | Pawlak Chad Lee Sr. |
Grant/award | 250,000 | $0.50 | $125.0K |
| 2026-04-07 | Pawlak Chad Lee Sr. |
Grant/award | 250,000 | — | — |
Well-known investors holding GNVR (13F)
None of the 59 investors we track reported a position in their latest 13F.