v3.26.1
ORGANIZATION AND BASIS OF PRESENTATION
6 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Company Background

 

Genvor Incorporated 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 from “Allure Worldwide, Inc.” to “Genvor Incorporated.”

 

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 with Genvor Inc., a Delaware corporation (“Old Genvor”) to acquire Old Genvor (the “Acquisition”). On March 2, 2022, the Company and Old Genvor entered into a merger agreement to consummate the Acquisition, and pursuant to which a wholly-owned subsidiary of the Company, Genvor Acquisition Corp., a Delaware corporation (“Merger Subsidiary”), merged with and into Old Genvor, with each share of Old Genvor common stock outstanding immediately prior to the time of the Acquisition automatically converted into the right to receive one share of common stock of the Company.

 

On May 27, 2022, the Acquisition closed, whereby Merger Subsidiary merged with and into Old Genvor. As a result of the closing of the Acquisition, each share of Old Genvor was exchanged for one share of Company common stock resulting in the issuance of an aggregate of 35,261,871 shares of Company common stock to Old Genvor’s pre-merger shareholders. The Acquisition resulted in change of control of the Company, and Old Genvor became a wholly-owned subsidiary of the Company. As a result of the Acquisition, the Company had 55,261,871 issued and outstanding common shares upon the closing of the Acquisition. Subsequently and in connection with the Acquisition, the Company’s original founding shareholders cancelled an aggregate of 18,144,112 shares of Company common stock.

 

The Company’s wholly-owned 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.”

 

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.

 

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 BioCypher platform along with its patented peptides represent a transformative approach to sustainable crop protection and performance enhancement and a scalable foundation for direct-to-consumer health and wellness products across high-growth categories.

 

Basis of Presentation and Principles of Consolidation

 

These interim-condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The Company’s condensed consolidated financial statements include the accounts of Genvor Incorporated, Old Genvor and its wholly owned subsidiary NBLLC. All intercompany accounts and transactions have been eliminated in consolidation.

 

Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC on December 10, 2025.

 

Liquidity and Going Concern

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At March 31, 2026, the Company had cash of $94,808.

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2026, as reflected in the accompanying condensed consolidated financial statements, the Company had a working capital deficit of $891,095. At March 31, 2026, the Company had an accumulated deficit of $27,199,153. For the six months ended March 31, 2026, the Company recognized a net loss of $1,005,847 and used cash in operating activities of $594,213, 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.

 

Management evaluated the Company’s ability to continue as a going concern for one year from the date the financial statements are issued. 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. 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.