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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-K

———————

 

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

 

For the fiscal year ended: December 31, 2021

 

OR

 

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

 

For the transition period from: _____________ to _____________

 

Evolutionary Genomics, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   000-54129   26-4369698

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

4220 Morning Star Drive, Castle Rock, Colorado 80108
(Address of Principal Executive Offices)
   

Registrant’s telephone number, including area code: (720) 900-8666

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
     

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐   No ☒

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐   Accelerated filer   ☐
Non-accelerated filer     ☒   Smaller reporting company  ☒
    Emerging growth company  ☐

 

If an emerging growth company, indicate by checkmark 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   ☐ Yes   ☒ No

 

The aggregate market value of common stock held by non-affiliates of the Registrant as of June 30, 2021 was $4,636,289 based on the closing price on the last day of trading prior to June 30, 2021.

 

Shares outstanding as of February 17, 2022 were 5,881,898 shares of common stock, $.001 par value and 577,063 shares of Series A-1 preferred stock, par value $.001 and 102,860 shares of Series A-2 preferred stock, par value $.001. The Registrant’s common stock trades on the OTC Markets under the trading symbol “FNAM”.

 

DOCUMENTS INCORPORATED BY REFERENCE: None

 
 
 
 

Evolutionary Genomics, Inc.

 

TABLE OF CONTENTS

 

 

    PAGE
  PART I  
ITEM 1. Business 1
ITEM 1A. Risk Factors 9
ITEM 1B. Unresolved Staff Comments 15
ITEM 2. Properties 15
ITEM 3. Legal Proceedings 15
ITEM 4. Mine Safety Disclosures 15
     
  PART II  
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 16
ITEM 6. [Reserved] 16
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 19
ITEM 8. Financial Statements and Supplemental Data 19
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 19
ITEM 9A. Controls and Procedures 19
ITEM 9B. Other Information 20
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 20
     
  PART III  
ITEM 10. Directors, Executive Officers and Corporate Governance 21
ITEM 11. Executive Compensation 23
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 24
ITEM 13. Certain Relationships, Related Transactions and Director Independence 24
ITEM 14. Principal Accountant Fees and Services 25
     
  PART IV  
ITEM 15. Exhibits, Financial Statement and Schedules 26
ITEM 16. Form 10–K Summary 26
     
SIGNATURES 28

 

 

 
 

Cautionary Statement Regarding Forward-Looking Information

 

This report includes “forward-looking statements” that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements including continued compliance with government regulations, changing legislation or regulatory environments; any statements of expectation or belief and any statements of assumptions underlying any of the foregoing. These risks, uncertainties and other factors, and the general risks associated with the businesses of the Company described in the reports and other documents filed with the SEC, could cause actual results to differ materially from those referred to in the forward-looking statements. The Company cautions readers not to rely on these forward-looking statements. All forward-looking statements are based on information currently available to the Company and are qualified in their entirety by this cautionary statement. The Company anticipates that subsequent events and developments may cause its views to change. The information contained in this report speaks as of the date hereof and the Company has or undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise unless required by law.

 

PART I

 

ITEM 1. BUSINESS

 

Evolutionary Genomics, Inc. (the "registrant" or "Company") was incorporated under the laws of the state of Minnesota in November 1990 under the name Fonahome Corporation. On March 24, 2009, the Company reincorporated in the state of Nevada and merged with its wholly-owned subsidiary, Fona, Inc., adopting the surviving company’s name, Fona, Inc. and simultaneously adopted the capital structure of Fona Inc., which includes total authorized capital stock of 800,000,000 shares, of which 780,000,000 are common stock and 20,000,000 are blank check preferred stock. The preferred stock may be issued from time to time in one or more series with such designations, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, as shall be stated in the resolutions adopted by the Corporation’s Board providing for the issuance of such preferred stock or series thereof.

 

On June 6, 2014, Evolutionary Genomics, Inc., a Delaware corporation merged with Fona, Inc. treated as a reverse acquisition with Evolutionary Genomics, Inc. as the acquirer and Fona as the acquired party. Subsequent to the Merger, Fona, Inc. was renamed Evolutionary Genomics, Inc. and our subsidiary was renamed from Evolutionary Genomics, Inc. to EG Crop Science, Inc. On May 9, 2016, we formed ICAM Therapeutics, Inc. (a Delaware corporation) as a wholly owned subsidiary of Evolutionary Genomics, Inc. We have not incurred any transactions in this company nor have we established any business plan for the future.

 

The Company maintains headquarters at the office of its Chief Executive Officer. The Company maintains a website at www.evolgen.com. The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report. The Company will file reports with the SEC.

 

The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

 

GENERAL BUSINESS PLAN

 

On August 14, 2000, the Company was issued patent number 6274319, titled “Methods to identify evolutionarily significant changes in polynucleotide and polypeptide sequences in domestic plants and animals”. On June 1, 2004, the Company was issued patent number 6743580, titled “Methods for producing transgenic plants containing evolutionarily significant polynucleotides”. These patents are for the core Adapted Traits Platform that we use for the discovery of genes in humans, animals and commercial crops. The Company has applied the Adapted Traits Platform in research projects including identifying genes believed to be responsible for increases in yield in corn, increases in yield in rice, salt tolerance and sugar content in tomatoes and pest/disease resistance in soybeans, bananas and multiple other crops.

 

1 
 

EG Technology – The Adapted Traits Platform (“ATP’)

 

Genomics research generates vast amounts of sequence data for thousands of genes. Some companies use this sequence data to try to predict the function of each gene and its potential to impact key traits. Others try to match the thousands of random deoxyribonucleic acid (“DNA”) changes between individuals with differences in traits. Evolutionary Genomics’ approach is to first narrow the search to genes that have undergone adaptive evolution (positively selected genes) in an organism that has an adapted trait of potential commercial value. To identify genes with impact on commercially desirable traits, Evolutionary Genomics screens first for positively selected genes. Evolutionary Genomics then focuses functional genomics efforts on demonstrating the effects of these genes on the desired traits.

 

Evolutionary Genomics uses the Adapted Traits Platform to perform high throughput molecular evolution analysis to identify positively selected genes based on Ka/Ks analysis (as defined below). Ka/Ks analysis was developed to document the role of positive selection on known protein coding genes. Molecular-level adaptive evolution is indicated when comparisons of homologous protein coding sequences from closely related species show that the number of amino acid differences fixed due to selection exceeds what can be expected by neutral evolution. Molecular-level positive selection can be detected in protein-coding genes by pairwise comparisons of the ratios of non-synonymous nucleotide substitutions per non-synonymous site (Ka) to synonymous substitutions per synonymous site (Ks). The algorithm, by comparing substitutions per site, takes into account, in rigorous fashion, the effect of bias and degeneracy in the genetic code, and also compensates for the effects of multiple hits at the same site. Ka/Ks ratios significantly greater than unity strongly suggest that positive selection has fixed greater numbers of amino acid replacements than can be expected as a result of chance alone.

 

Dr. Walter Messier, a Company founder and our Chief Technology Officer, published a seminal paper in the field: Messier and Stewart (1997) “Episodic adaptive evolution of primate lysozymes” Nature 385:151-154. The work described in this publication demonstrated that a known lysozyme gene that had been recruited for a new function to aid in digestion of leaves as a food source in certain monkeys had the kind of adaptive genetic changes indicating that the lysozyme gene had evolved more rapidly than the neutral substitution rate, indicating Darwinian positive selection. Many groups have used such methods to document Darwinian positive selection in other proteins. It was Dr. Messier’s insight that genes controlling a trait of interest could be identified by using molecular evolution analysis as a screen, comparing genes in a species with a trait to genes of a closely related species lacking the trait. The adapted genes found in such a screen could then be validated to determine their role in the presence or absence of the trait of interest.

 

Agricultural Industry

 

In the past century, agriculture has been characterized by enhanced productivity, the use of synthetic fertilizers and pesticides, selective breeding, mechanization, water contamination, and farm subsidies. Proponents of organic farming such as Sir Albert Howard argued in the early 20th century that the overuse of pesticides and synthetic fertilizers damages the long-term fertility of the soil. While this feeling lay dormant for decades, as environmental awareness has increased in the 21st century there has been a movement towards sustainable agriculture by some farmers, consumers, and policymakers.

 

Advances in genetic research and modification of crop species have led to increased yield, drought tolerance and disease/pest resistance. These advances have also led to an increased concentration within the providers of seed and production companies. The top companies control much of the implementation of new plant varieties through patents and licensing agreements. Genetic traits providers, like Evolutionary Genomics, identify and develop genes that impact traits of interest to the industry and market those genes to these companies.

 

Business Model

 

Evolutionary Genomics’ primary source of revenue through March 31, 2020 had been contract services revenue for research performed by Evolutionary Genomics on behalf of other commercial entities and grant income received from governmental agencies, industry associations and grant making foundations for research performed. Ownership of the intellectual property in these projects varies from Evolutionary Genomics retaining all intellectual property rights to retaining none of the developed intellectual property for the crop that is the subject of the project. In addition to contract services revenue for research, Evolutionary Genomics intends to continue to pursue grant funding from governmental agencies, industry associations and grant making foundations. These sources of funding are often subject to limitations in available funds, funding priorities in areas other than our area of focus, political uncertainties, long approval processes and competition with other research proposals.

 

2 
 

The single most valuable step in the process of crop improvement is the identification of the key genes among the 30,000 or more in the genome that have the desired impact. The Company has identified pest/disease resistance genes in bananas, soybeans and other commercially valuable crops. If validation testing of these genes is successful, we market them to the industry. This strategy requires Evolutionary Genomics to incur significant research costs prior to any confirmation of commercial viability and there can be no guarantee that the desired results can be achieved or that commercialization can be reached.

 

Licensing revenue can be lump sum payments, milestone payments upon achievement of defined goals and/or percentages of revenue or per plant payments for products sold by licensee. These payments are often many years after completion of gene identification project as licensees engage in significant additional testing including field trials prior to integration into licensee commercial germplasm lines. There can be no guarantee that these licensing agreements will result in any additional revenue for Evolutionary Genomics as further development of licensed intellectual property is mostly controlled by the licensee.

 

The goal of the grant funded research projects was to discover genetic intellectual properties with commercial value. Evolutionary Genomics’ soybean pest resistance project is a multiple year illustration of the evolution of a project from concept through marketing to seed companies. The project has yielded identified genes for pest resistance in soybeans with partial validation complete. Evolutionary Genomics has partially completed two generation, whole plant validation testing but has decided to postpone further testing indefinitely to focus resources on our banana project. The Company has extended this soybean pest resistance research to other crops including beans, tomatoes, cotton and maize and has identified candidate genes. Further research on these crops is dependent on revenue from our banana project or additional capital funding. If we are able to complete additional validation testing, we intend to market these genes to the industry.

 

Evolutionary Genomics’ Banana Genes

 

Our banana pest resistance project is another project illustration. We identified a gene (FusR1) in bananas that appears to confer resistance to Fusarium Fungus which leads to Panama Disease. We marketed the gene to banana companies and, in August 2020, executed a Development and Commercialization Agreement (“DCA”) with Dole Food Company (“Dole”) which includes development work funded by Dole and the framework for a long-term licensing relationship. While Dole is supplying significant funding for the development of this banana gene in the form of promissory notes, there can be no assurance that this development work will lead to licensing revenue as there are many risks involved in genetic trait development.

 

During the 1950s the global banana industry was devastated by a disease (caused by Fusarium fungus) that effectively wiped out the predominate variety of commercial bananas known as Gros Michel, leading to the development of the Cavendish banana, which makes up well over 90% of the commercial banana market today. Cavendish was resistant to the strain of Fusarium that wiped out the Gros Michel variety but, in recent years, is being challenged by a new race of Fusarium that threatens to, once again, devastate the global banana industry. The recent emergence of Panama Disease TR4 in the Western Hemisphere makes a swift solution to the crisis even more urgent. A substantial part of the banana market consists of exports from Central and South America to the United States and elsewhere.

 

In 2018, the Company began a project to identify genes in wild banana relatives that are resistant to Fusarium. We have previously used our technology to identify genes in common beans and, in our project for the Bill and Melinda Gates Foundation in common beans, proved that these genes provided increased resistance to Fusarium fungus. We used our platform to isolate a banana gene that controls Fusarium Wilt (FW), aka Panama Disease, Tropical Race 4. The gene, which we have named FusR1 (Fusarium Resistance 1), is a native gene in Musa species, including cultivated bananas. We have found that, for all FW-resistant banana cultivars/species that we have tested, one version of our gene exists while, in all FW-sensitive banana cultivars/species that we have tested, there is a different version of FusR1. And notably, a third version exists in semi-resistant varieties that has allowed us to identify the particular nucleotide changes that are crucial for resistance to Fusarium Wilt.

 

3 
 

We believe that this native banana gene can be introduced into cultivated bananas, particularly the Fusarium-sensitive Cavendish cultivar in order to make these cultivars resistant to Fusarium Wilt. We believe that a gene transformation approach would be faster and easier than traditional breeding which may take many years to complete. Given the threat of possible extinction for Cavendish, more rapid approaches are not only warranted but essential and minimally genetically edited or modified bananas will likely be accepted. Transfer of this native banana gene to cultivated bananas can be accomplished with CRISPR technology or traditional genetically modified approaches, which allow a targeted, clean, and efficient transfer and which, as compared to traditional breeding, minimizes potential side effects. We believe that Cavendish bananas can be rendered Fusarium Wilt resistant by changing only a few base pairs. These sorts of minimal changes have been allowed by the USDA and FDA in several crops. Even in Europe, use of CRISPR technology has gained substantial traction.

 

On June 26, 2019, we filed a United States patent application titled IDENTIFICATION AND RESISTANCE GENES FROM WILD RELATIVES OF BANANA AND THEIR USES IN CONTROLLING PANAMA DISEASE. We are awaiting review of these patents by the United States Patent Office. In December 2021, we filed patents in Europe, Africa, South and Central America, Australia and Asia.

 

On August 19, 2020, the Company entered into a Development and Commercialization Agreement (“DCA”) with Dole Food Company for the development of plant varieties within the Musa genus of the Musaceae family (including the Cavendish variety of banana) that exhibit resistance to Fusarium Wilt Tropical Race 4 (popularly known as TR4 Panama Disease). Subject to compliance with various provisions of the agreement, the agreement includes partial working capital funding from Dole to the Company through 2024. In addition to working capital funding, Dole reimburses the Company for the development of banana plants and Dole will incur additional costs for the commercialization of plants upon successful completion of the development portion of this project. In the year ended December 31, 2021, the Company received $800,000 of working capital funding and $647,916 of reimbursement of development costs pursuant to this agreement. In the year ended December 31, 2020, the Company received $800,000 of working capital funding and $1,295,831 of reimbursement of development costs pursuant to this agreement. Per the Agreement, 50% of future royalties from Dole to the Company may be offset by reductions in the notes payable due from the Company to Dole under this DCA. In the event that Dole terminates the agreement for material breach by the Company or the Company’s bankruptcy, the Company must repay all funding provided by Dole within six months of termination. The parties have agreed to negotiate the terms of the long-term license agreement upon successful completion of the development portion of this project.

 

During 2021, the University of Wisconsin successfully transformed banana plants using our FusR1 gene and we currently have banana plants from multiple gene constructs growing in greenhouses. During 2022, in accordance with our DCA with Dole, we are engaged in testing these plants to determine if our FusR1 gene successfully conferred resistance to Fusarium Fungus and Panama Disease. Upon successful completion of validation testing and field trials by Dole, under the terms of the agreement with Dole, we expect to negotiate a long-term royalty contract for the commercialization of banana plants using our genes. This licensing arrangement will likely be exclusively with Dole and contain royalty payments based on the number of plants and/or hectares of plants. Even if EG’s genes are proven to be effective, it is difficult to predict the future revenue stream that any licensing arrangement can generate and will be heavily dependent upon the speed with which Panama Disease spreads throughout the world and any changes in the price of bananas based on supply and demand. Many articles are available in the public realm detailing the significance of the disease and the spread throughout the world.

 

Since bananas are seedless, they are propagated by clones which allows for very rapid production of plants. An initial batch of 100 successful plants can generate a secondary propagation of over 15,000 plants in one year (enough for 10 hectares) and 15 million in the next generation. There are over 400,000 hectares of banana production in Latin America from Mexico to Peru. Adoption of the new variety will be dependent upon its effectiveness and the infection rate of Panama disease.

 

There are many risks associated with achieving these desired results including but not limited to:

 

-We may not be able to adequately establish patent protection for our intellectual property or others may have competing claims.
-Others may develop alternative approaches to compete with our genes.
-Our genes may cause unforeseen and undesirable changes beyond the pest resistance such as yield degradation or changes in the appearance or taste of the fruit.
-Our genes may fail to deliver the desired results of resistance to disease.
-Global regulations and/or consumer preference may prevent the successful commercial launch of genetically modified bananas using our methods.
-We will be dependent on others for the successful production and marketing of bananas with our genes and many factors will be outside of our control.

 

4 
 
-Our expected future royalty revenue will be highly dependent upon the successful execution of the banana development project in the DCA with Dole and the negotiation of a long-term royalty licensing agreement.

 

While Panama Disease is potentially existential to the banana industry but is not yet widespread, Black Sigatoka Disease is a different disease that is very wide-spread and is treated with toxins at a cost of up to $2,300 per hectare per year. We spent the last two years researching wild banana plants to identify a gene that could potentially be used to develop plants that are resistant to Black Sigatoka with no or reduced use of toxins. On October 21, 2021, we filed a United States patent application titled IDENTIFICATION AND RESISTANCE GENES FROM WILD RELATIVES OF BANANA AND THEIR USES IN CONTROLLING BLACK SIGATOKA DISEASE. We are awaiting review of these patents by the United States Patent Office. We are in the early stages of developing this gene and others are working on competing approaches. There is no guarantee that this will lead to commercial success. Like our FusR1 project, transformation and validation can be very expensive and we will need funding from grants, potential customers or additional capital from investors, none of which can be assured.

 

Evolutionary Genomics’ Soybean Genes

 

On April 29, 2014, the United States Patent and Trademark Office issued patent 8,710,300 titled EXPRESSION OF DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS ENHANCES PATHOGEN RESISTANCE IN PLANTS. Several additional related patents have been issued in the United States, Argentina, Canada and Brazil and other patents are pending. On January 16, 2020, the Company filed a patent application on its second soybean pest/disease resistance gene, EG19, and has included that gene in its ongoing two generation, whole plant validation research. The Company has also discovered additional candidate genes that may impact pathogen resistance. There can be no assurance that any of these genes will be proven effective in validation testing or lead to licensing agreements or revenue.

 

We entered into a Service Agreement with WCIC under which they have transformed soybeans using our genes and helped to establish the right combinations to achieve a range of expression. WCIC grew events from seven constructs of EG261 and EG19 in their greenhouses. The testing of these T2 generation seeds at the University of Missouri is partially complete but we have indefinitely suspended work on these genes to focus our resources on our banana projects. If we resume these projects and results from the whole plant validation trials confirm the findings of the University of Wisconsin-Madison for EG261 and the effectiveness of the new gene, EG19, the Company intends to enter negotiations for a long-term research collaboration and licensing agreement with seed companies. The testing phase includes field trials which may proceed for several years prior to generating licensing revenue. There are many risks in this process including some that are outside of Evolutionary Genomics’ control and there can be no guarantee that we will ever generate any revenue from these potential agreements.

 

Competition

 

Evolutionary Genomics’ competition is very broad from the largest seed companies and producing companies to the smallest grower who is successful in breeding new, improved varieties. These same competitors are also Evolutionary Genomics customers as we seek to license intellectual property for commercialization into their production lines. Many of these companies are exponentially larger with many more resources at their disposal and there can be no assurance that EG can continue to compete with them or interest them in licensing our intellectual property.

 

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Patents

 

Evolutionary Genomics is the owner of the following issued patents:

 

Patent/App Serial # Jurisdiction Title Filing Date Issue Date Expire Date
8710300 / 13949035 United States EXPRESSION OF DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS ENHANCES PATHOGEN RESISTANCE IN PLANTS 7/23/2013 4/29/2014 7/23/2033
9834783 / 13901071 United States DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS 5/23/2013 12/5/2017 5/23/2033
10577625 / 15800179 United States DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS 11/1/2017 3/3/2020 11/1/2037
9,605,274 / 14/479,550 United States DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS 9/8/2014 3/28/2017 9/8/2034
AR091160B1 / P130101827 Argentina DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS 5/24/2013 6/8/2021 5/24/2033
2872128 Canada DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS 5/23/2013 9/19/2017 5/23/2033
112014029381-3 Brazil DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS 5/23/2013 9/19/2017 5/23/2033
ZL201380039727.4 China DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS 5/23/2013 7/25/2017 5/23/2033

 

Material Agreements

 

Effective March 1, 2012, Evolutionary Genomics entered into an Agreement for Contract Services with Smith Bucklin Corporation (the “Contractor”) on behalf of the United Soybean Board. The contract includes the payment of certain royalties, as defined in the Agreement. Evolutionary Genomics retains all ownership of patents and intellectual property developed in the project and is obligated to pay royalties to the United Soybean Board of ten percent of the sale of products derived from the soybean genes that were the subject of the research performed or from royalties received from the sale of products by a third party not to exceed 150% of the total amount paid to Evolutionary Genomics under this Agreement. Evolutionary Genomics recognized revenue of $262,476 from this contract, thus limiting any future royalties to a total of $393,714. The project term has expired but the royalty provisions remain in perpetuity.

 

On February 21, 2015 the Company entered into the Sponsored Research Contract with The Curators of the University of Missouri for phenotyping of transgenic soybean samples on a per unit basis. We expect to continue this contract and will likely have additional amounts payable but the amount is indeterminable. Evolutionary Genomics retains sole ownership of all patents and intellectual property, royalty free for all materials (including previously identified genes) related to this project.

 

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On August 19, 2020, the Company entered into the DCA with Dole for the development of our banana genes. The DCA provides for payments from Dole to the Company of $800,000 upon execution, $800,000 by the twelve-month anniversary, $250,000 by the thirty-six month anniversary and $250,000 by the forty-eight month anniversary. Dole will also reimburse the Company for costs incurred at the University of Wisconsin-Madison (“UW”) not to exceed $2,200,000 in coordination with the Standard Research Agreement that the Company entered into with UW on September 18, 2020 which includes payments from the Company to UW in the amount of $2,159,719 over the two-year expected term of the project. If the UW research is successful, Dole expects to incur costs of $750,000 to perform field trials.

 

The DCA also specifies that the Company will execute notes payable to Dole for the funding that Dole is providing up to $5,050,000. Through December 31, 2021, the Company executed notes for $800,000, $800,000, $1,295,831 and $647,916 under this DCA and recorded them as a long-term notes payable for financial statement purposes. The notes are non-interest bearing and allow Dole to offset fifty percent of future royalty payments to the Company by reducing the amount of principal due on these notes. Other than this offset of future royalty payments, repayment of principal and interest is only required in the case of termination of the DCA by Dole for cause.

 

On September 18, 2020, the Company entered into a Standard Research Agreement with WCIC for the development of our banana genes. The agreement includes payments from the Company in the amount of $2,159,719 over the two-year expected term of the project. These costs will be reimbursed, in the form of notes payable by Dole in accordance with our DCA.

 

Trademarks

 

Evolutionary Genomics has no registered trademarks.

 

Employees

 

Evolutionary Genomics had two full time employees and one part time employee as of December 31, 2021.

 

Facilities

 

The Company leases its operating facility on a month-to-month basis, with monthly rental installments of $2,378. Renewals are by mutual agreement.

 

Legal Proceedings

 

Evolutionary Genomics is not currently involved in or aware of any threatened or actual legal proceedings.

 

Capitalization

 

The Company is authorized to issue up to 780,000,000 shares of Common Stock and up to 20,000,000 shares of preferred stock. As of December 31, 2021, the Company had 5,881,898 shares of Common Stock outstanding, 577,063 shares of Series A-1 Preferred Stock (“Series A-1”) outstanding and 102,860 shares of Series A-2 Preferred Stock (“Series A-2”) outstanding. Both Series A-1 and Series A-2 are convertible into shares of Common Stock on a one share for one share basis. 1,400,000 shares of common stock have been reserved for issuance pursuant to the Company’s 2015 Stock Incentive Plan. Option grants have been issued for 340,000 shares of common stock at an exercise price of $0.55 per share, 490,000 shares of common stock at an exercise price of $1.50 per share, 150,000 shares of common stock at an exercise price of $1.65 per share, 180,000 shares of common stock at an exercise price of $3.00 per share, 100,000 shares of common stock at an exercise price of $3.30 per share and 100,000 shares of common stock at an exercise price of $3.50 per share. Options for 120,000 shares have been exercised, 158,333 have been cancelled and option grants of 1,081,667 shares remain outstanding as of December 31, 2021.

 

Liquidation: Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Series A-1 and Series A-2 shall be entitled to receive out of the assets of the Company for each share of Series A-1 and Series A-2 an amount equal to its stated value, $5.25 per share plus any accrued but unpaid dividends before any distribution or payment shall be made to the holders of any other class or series of stock of the Company that ranks junior to the Series A-1 and Series A-2. The holders shall be entitled to convert their shares of Series A-1 and Series A-2 into Common Stock at any time prior to the consummation of a Liquidation.

 

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The Corporation is required to establish a segregated non-interest bearing trust account (the “Sinking Fund Account”) for the benefit of the Holders. 50% of all licensing fees received by the Corporation shall be deposited in the Sinking Fund Account within five (5) Business Days of receipt of any such fees by the Corporation. In the event that the amount of cash in the Sinking Fund Account exceeds the liquidation preference of all issued and outstanding shares of Series A-1 and Series A-2 Preferred Stock not previously redeemed or converted pursuant to the terms hereof, the Corporation shall deliver a notice to the Holders (the “Mandatory Redemption Notice” and the date such notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”) of its obligation to redeem all of the then outstanding shares of Series A-1 and Series A-2 Preferred Stock (i) for cash in an amount equal to the liquidation preference per share and (ii) by issuing such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying (x) the number of shares of Series A-1 and Series A-2 Preferred Stock so to be redeemed by (y) the liquidation preference per share of the Series A-1 and Series A-2 Preferred Stock, and then by dividing such product by (z) the conversion price per share, payable and issuable, respectively, in full on the 5th Trading Day following the Mandatory Redemption Notice Date. This is considered a contingent redemption feature.

 

Conversion: The holders of Series A-1 and Series A-2 may convert their shares at any time into shares of Common Stock at any time prior to the consummation of a liquidation, at the option of the holder, on a one-share-for-one-share basis and shall be subject to certain adjustments.

 

Optional Redemption; Sinking Fund Account: The Company may elect to redeem some or all of the then outstanding shares of Series A-1 and Series A-2, (i) for cash in an amount equal to the liquidation preference per share, $5.25 per share as of December 31, 2020, subject to adjustment and (ii) by issuing one share, subject to adjustment, of Common Stock for each share of Series A-1 and Series A-2 outstanding being redeemed. 50% of all licensing fees received by the Company will be deposited into a separate sinking fund for use in an optional redemption. As of December 31, 2021, no licensing revenue has been received under these provisions and no sinking fund account has been established.

 

Dividends: The Company shall pay to the holders of the Series A-1 and Series A-2 dividends at the rate of 8% per annum multiplied by the amount invested. The dividend amount shall accrue and shall be payable in shares of Common Stock upon the conversion of the Series A-1 and Series A-2, or upon the redemption of the Series A-1 and Series A-2. No dividends shall be paid on any Common Stock of the Company or any capital stock of the Company that ranks junior to the Series A-1 and Series A-2 until dividends of Series A-1 and Series A-2 has been paid. As of December 31, 2021, there were $1,522,970 in accrued preferred stock dividends.

 

Voting: The holders of the Series A-1 and Series A-2 are entitled to vote on all matters submitted to the stockholders for a vote on an as-if-converted to Common Stock basis, with all stockholders voting as a single class.

 

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ITEM 1A. RISK FACTORS

 

Impacts of COVID-19 on our business

 

The impact of a novel strain of coronavirus (COVID-19) and measures to prevent its spread are affecting the macroeconomic environment and while the full impact is uncertain, our business and results of operations could be materially adversely affected. The impact on our business will depend on a number of factors such as the duration and extent of COVID-19, governmental actions, changes in consumer behavior, responses of our third-party business partners that offer our content through their platforms, and general economic activity.

 

We are attempting to conduct business as usual to the extent possible and are complying with the applicable orders issued by the Governor of Colorado. The Company has been granted the status of essential operations and our staff continues to work in our lab while staggering working hours to limit exposure.

 

The impact of the COVID-19 outbreak may also exacerbate other risks.

 

We may require substantial additional funding and may be unable to raise capital when needed, which could force us to delay, reduce or eliminate planned activities or result in our inability to continue as a going concern.

 

As of December 31, 2021, the Company had $214,009 in operating cash and during 2021 used $1,583,139 of cash in operations. Subsequent to the year ended December 31, 2021, the Company issued an additional 76,953 shares of Series A-2 stock at $5.25 per share and received proceeds of $404,003. The Company’s current projections for 2022 requires cash of $578,143. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

To address these factors, management believes that it will secure additional funding to meet prospective cash requirements. Management believes the Company’s existing cash balances along with funding from our agreement with Dole and the issuance of Series A-2 stock will provide the necessary liquidity to meet our obligations as they come due over the next year. In addition, exercise of employee stock options, prospective funding from marketing additional genes, reductions in operating expenses, grant funding and additional shareholder contributions may provide the additional liquidity to meet our obligations as they come due. We expect that the funding from these sources will be more than enough to cover our obligations for the next twelve months. Additional shareholder funding could result in dilution to existing shareholders. If the funding does not arrive, the Company may not be able to meet its obligations as they become due.

 

Our future capital requirements will depend on, and could increase significantly as a result of, many factors, including:

 

·the duration and results of the research projects;

 

·unexpected delays or costs incurred in the acquisition of plant materials needed in these research projects and with subcontracts that perform various parts of these projects;

 

·the time and cost in preparing, filing, prosecuting, maintaining and enforcing patent claims;

 

·other unexpected developments encountered in implementing our business development, research development and commercialization strategies; and

 

·further arrangements, if any, with collaborators.

 

We may attempt to raise additional funds through public or private financings, collaborations with other companies or financing from other sources. Additional funding may not be available on terms which are acceptable to us or at all. If adequate funding is not available to us on reasonable terms, we may need to delay, reduce or eliminate one or more of our research and development projects or obtain funds on terms less favorable than we would otherwise accept. To the extent that additional capital is raised through the sale of equity securities or securities convertible into or exchangeable for equity securities, the issuance of those securities could result in dilution to our stockholders. Moreover, the incurrence of debt financing could result in a substantial portion of our future operating cash flow, if any, being dedicated to the payment of principal and interest on such indebtedness and could impose restrictions on our operations. This could render us more vulnerable to competitive pressures and economic downturns.

 

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In addition, if we do not meet our payment obligations to third parties as they come due, we may be subject to litigation claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management and may result in unfavorable results that could further adversely impact our financial condition.

 

We have relied on the availability of grant funding to fund some of our research efforts and our inability to compete successfully for these limited grant funding opportunities may significantly affect our results of operations and our ability to complete research projects.

 

We have traditionally funded many of our research projects, partially or wholly, using grant funding provided by government programs, industry associations and grant making institutions. The availability of these funds is impacted by many factors including changing political priorities, fiscal budget issues, agency priorities, availability of funds and competition from other grant seekers. Our ability to present proposals that fit within grant making guidelines and which are attractive relative to other proposals submitted may significantly impact our ability to fund our research projects.

 

Efforts to protect our intellectual property rights and to defend claims against us can increase our costs and will not always succeed; any failures could adversely affect profitability or restrict our ability to do business.

 

Intellectual property rights are crucial to our business. We endeavor to obtain and protect our intellectual property rights in jurisdictions in which products are produced from the biotechnology that we produce and in jurisdictions into which those products are imported. Different nations may provide limited rights and inconsistent duration of protection for our intellectual property. We may be unable to obtain protection for our intellectual property in key jurisdictions. Even if protection is obtained, competitors, farmers or others may raise legal challenges to our rights or illegally infringe on our rights, including through means that may be difficult to prevent or detect. In addition, because of the rapid pace of technological change, and the confidentiality of patent applications in some jurisdictions, competitors may be issued patents from applications that were unknown to us prior to issuance. These patents could reduce the value of our commercial or pipeline biotechnology or, to the extent they cover key technologies on which we have unknowingly relied, require that we seek to obtain licenses or cease using the technology, no matter how valuable to our business. We cannot assure we would be able to obtain such a license on acceptable terms. In addition, patent laws are subject to change and any change in our ability to protect the intellectual property that we develop may impact our ability to commercialize that intellectual property. The extent to which we succeed or fail in our efforts to protect our intellectual property will affect our costs, sales and other results of operations.

 

Genes that we have discovered and may discover in the future with expected desirable impact on traits may, upon further research and field trials, be revealed to also have undesirable impact on traits.

 

Evolutionary Genomics’ gene discovery process focuses on the identification of positively selected genes that impact the trait of interest that we are working on. When we further test them in lab validation, we are again focused on whether they have the desired impact on the trait of interest and we are specifically testing for that outcome. Laboratory experiments are under more ideal circumstances than field trials and use in production and there can be no guarantee that the lab result will be repeated under those conditions. Additional field trials and use in production may also reveal undesirable impacts on other traits that were not a focused part of our research. For example, the soybean or banana genes that we have discovered may be found to have a negative impact on yield. These may impact our ability to realize revenue from the commercialization of our biotechnology and may expose us to liability for undesirable outcomes that we don’t anticipate.

 

Undesirable results from our ongoing research may result in expensing of our acquired research in progress.

 

We currently carry $4,016,596 (gross) of acquired research in progress on our balance sheet as an intangible asset subject to amortization. Upon executing our DCA with Dole, we began amortization of this asset in the year ended December 31, 2020. If this project produces undesirable results, we may need to expense the intangible asset.

 

Others may find additional genes or other methods of accomplishing the same desired outcome that our biotechnology does, rendering our biotechnology less valuable or commercializable.

 

There are many other companies pursuing similar gene discovery programs and other approaches to solving the same issues that we are addressing and many of these companies have vastly more resources than we do. Even when we identify genes that impact desired traits, there may be other genes that have a similar or greater effect on these traits. For example, one or more of the other genes in soybeans and bananas may have an impact on pest/disease resistance similar to our genes or there may be other orthologs of the genes that we have discovered in other varieties that have a greater impact. In addition, other companies may develop commercial chemicals that compete with genetic changes to solve the issues that we are addressing. Any of these may impact our ability to realize revenue from the commercialization of our biotechnology.

 

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The successful development of our research efforts and commercialization of our biotechnology will be necessary for our growth and profitability.

 

We intend to use recent successes in which we have identified genes that may have an impact on pest/disease resistance in soybeans and bananas and look for similar genes in other crops. This research may result in significant costs incurred without any commercial value produced. We also intend to attempt to improve the potential pest/disease resistance genes we have identified. Even if we find effective genes, we may not be able to find a commercial market for them. There can be no assurance we will be able to achieve any improvement and performing this research may also result in significant costs incurred without any commercial value produced. The processes of breeding, biotechnology trait discovery and development and trait integration are lengthy and a very small percentage of the genes identified in research are selected for commercialization. The length of time and the risk associated with the breeding and biotech pipelines are interlinked because both are required as a package for commercial success in markets where biotech traits are approved for growers. Commercial success frequently depends on being the first company to the market, and many of our competitors are also making considerable investments in similar new biotechnology. Consequently, if we are not able to fund extensive research and development activities and deliver new products to the markets we serve on a timely basis, our growth and operations will be harmed including, but not limited to, the possible impairment of our intangible assets.

 

We rely heavily on our founder, Walter Messier, our current Chief Science Officer. The loss of his services would have a material adverse effect upon us and our business and prospects.

 

Our success depends, to a significant extent, upon the continued services of Walter Messier, who is a founder of Evolutionary Genomics and our current Chief Science Officer. Since inception, we have been dependent upon Dr. Messier, who is the inventor on most of our patents and responsible for the development of our core Adapted Traits Platform. If Dr. Messier or any key management personnel resign to join a competitor or form a competing company, the loss of such personnel, together with the loss of any customers or potential customers due to such executive’s departure, could materially and adversely affect our business and results of operations.

 

We are dependent on a technically trained workforce and an inability to retain or effectively recruit such employees could have a material adverse effect on our business, financial condition and results of operations.

 

Our ability to compete effectively depends largely on our ability to attract and retain certain key personnel, including additional researchers that we intend to hire in order to pursue our planned research projects. Industry demand for such skilled employees, however, exceeds the number of personnel available, and the competition for attracting and retaining these employees is intense. Because of this intense competition for skilled employees, we may be unable to retain our existing personnel or attract additional qualified employees to keep up with future business needs. If this should happen, our business, operating results and financial condition could be adversely affected.

 

In addition, we intend to hire business development and marketing personnel and advisors to promote and market the biotechnology that we develop. We cannot assure you that we will be able to recruit and retain qualified personnel and advisors to perform these functions. Our inability to hire and then retain such personnel, advisors and scientists could have a materially adverse effect on our business and our projects.

 

We may not obtain the necessary permits and authorizations to operate our business.

 

We may not be able to obtain or maintain the necessary licenses, permits, authorizations or accreditations, or may only be able to do so at great cost. In addition, we may not be able to comply fully with the wide variety of laws and regulations applicable to the agricultural industry. Failure to comply with or to obtain the necessary licenses, permits, authorizations or accreditations could result in restrictions on our ability to operate our business, which could have a material adverse effect on our business.

 

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Competition in agricultural biotechnology has significantly affected and will continue to affect our revenue and results of operations.

 

Many companies engage in research and development of plant biotechnology and breeding and speed in getting a new product to market can be a significant competitive advantage. Our competitors’ success could render the biotechnology that we identify as less competitive, resulting in reduced sales compared to our expectations or past results. We expect to see increasing competition from agricultural biotechnology firms and from major agrichemical, seed and food companies. The extent to which we can realize cash and profit from our business will depend on our ability to control research costs, predict and respond effectively to competitor products and marketing; and develop new products and services attractive to our customers.

 

Our customers are subject to extensive regulation affecting their use of our biotechnology, which may affect our revenue and profitability.

 

Regulatory and legislative requirements affect the development and distribution of products made from the biotechnology that we produce, including the testing and planting of seeds containing our biotechnology traits and the import of crops grown from those seeds, and non-compliance can harm our revenue and profitability. Obtaining testing, planting and import approvals for seeds or biotechnology traits can be time-consuming and costly, with no guarantee of success. The failure to receive necessary permits or approvals could have near- and long-term effects on our ability to sell some current and future biotechnology. Concern about unintended but unavoidable trace amounts (sometimes called “adventitious presence”) of commercial biotechnology traits in conventional (non-biotechnology) seed, or in the grain or products produced from conventional or organic crops, among other things, could lead to increased regulation or legislation, which may include: liability transfer mechanisms that may include financial protection insurance; possible restrictions or moratoria on testing, planting or use of biotechnology traits; and requirements for labeling and traceability, which requirements may cause food processors and food companies to avoid biotechnology and select non-biotechnology crop sources and can affect farmer seed purchase decisions and, ultimately the sale and use of the biotechnology that we produce. Legislation encouraging or discouraging the planting of specific crops can also harm our sales.

 

The degree of public acceptance or perceived public acceptance of products made from our biotechnology can affect our sales and results of operations by affecting planting approvals, regulatory requirements and farmer purchase decisions.

 

Some opponents of the use of biotechnology in agriculture raise public concern about the potential for adverse effects of products produced using genetic information that we provide to our customers on human or animal health, other plants and the environment. The potential for adventitious presence of commercial biotechnology traits in conventional seed, or in the grain or products produced from conventional or organic crops, is another factor that can affect general public acceptance of these traits. Public concern can affect the timing of, and whether our customers are able to obtain, government approvals. Even after approvals are granted, public concern may lead to increased regulation or legislation or litigation concerning prior regulatory approvals, which could affect our sales and results of operations by affecting planting approvals and may adversely affect sales of our customers’ products to farmers, due to their concerns about available markets for the sale of crops or other products derived from biotechnology which may lead to less demand from our customers. In addition, opponents of agricultural biotechnology have attacked farmers’ fields and facilities used by agricultural biotechnology companies and may launch future attacks against farmers’ fields and our field testing sites and research, production, or other facilities, which could affect our sales and our costs.

 

We are dependent upon other companies to integrate biotechnology that we have licensed to them into their breeding operations for our future license revenue.

 

We perform research for other entities under grant and research agreements that provide service revenue. In addition to the service revenue, our long-term profitability depends on the commercialization of the biotechnology that we provide to other companies for their commercial breeding lines. The extent to which our biotechnology is integrated into these breeding lines is largely outside of our control and can take many years. If our biotechnology is not integrated into breeding lines, we may not realize license revenue which may affect our results of operations.

 

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The biotechnology industry is subject to rapid technological change, and if we fail to keep up with such change, our results of operations and financial condition could be adversely impacted.

 

Biotechnology has undergone and is subject to rapid and significant change. We expect that the technologies associated with biotechnology research and development will continue to develop rapidly. Our failure to keep pace with such rapid change could result in our products becoming obsolete and we may be unable to recoup any expenses incurred with developing such products, which may adversely affect our future revenues and financial condition.

 

The Company may be required to expend substantial sums in order to bring it into compliance with the various reporting requirements applicable to public companies and/or to prepare required financial statements, and such efforts may harm operating results or be unsuccessful altogether.

 

We are subject to many of the requirements applicable to public companies, including Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, which requires that the Company evaluate and report on its system of internal controls. If the Company’s finance and accounting staff or internal controls over financial reporting are inadequate, it may be required to hire additional staff and incur substantial legal and accounting costs to address such inadequacies. Moreover, the Company cannot be certain that its remedial measures to correct current material weaknesses will be effective. Any failure to implement required or improved controls, or difficulties encountered in their implementation, could harm the Company’s operating results or increase its risk of material weaknesses in internal controls.

 

Members of our management team have significant influence over us.

 

Our officers and directors own, directly or indirectly approximately 34.2% of the outstanding shares of common and preferred stock, excluding options. Including options and warrants, our officers and directors own, directly or indirectly, approximately 42.0% of the outstanding shares of common stock. These stockholders, therefore, have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including Mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. The interests of these stockholders may differ from the interests of our other stockholders.

 

Our certificate of incorporation and bylaws and Nevada law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.

 

Our certificate of incorporation and bylaws and law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. We are authorized to issue up to 20,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions. We currently have 577,063 shares of Series A-1 preferred stock issued and outstanding and 102,860 shares of Series A-2 preferred stock issued and outstanding. The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock and existing holders of preferred stock, and therefore, reduce the value of those securities. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.

 

Provisions of our certificate of incorporation and bylaws and law also could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the certificate of incorporation and bylaws and law, as applicable, among other things:

 

·provide the board of directors with the ability to alter the bylaws without stockholder approval;

 

·place limitations on the removal of directors;

 

·provide that the Board of Directors may change the size of the Board; and

 

·provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.

 

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These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock to decline.

 

We do not foresee paying cash dividends in the foreseeable future and, as a result, our investors’ sole source of gain, if any, will depend on capital appreciation, if any.

 

We do not plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future and currently intend to retain any future earnings for funding growth. As a result, investors should not rely on an investment in our securities if they require the investment to produce dividend income. Capital appreciation, if any after payments due to preferred shareholders, of our shares may be investors’ sole source of gain for the foreseeable future. Moreover, investors may not be able to resell their shares of our common stock at or above the price they paid for them.

 

Our ability to use our net operating loss carry-forwards and certain other tax attributes is limited by Sections 382 and 383 of the Internal Revenue Code.

 

Subject to certain limitations, a corporation may offset a net operating loss carryforward against profit earned in a future year to determine its U.S. federal income tax expenses for such year. Sections 382 and 383 of the Internal Revenue Code of 1986 limit a corporation’s ability to utilize its net operating loss carryforwards and certain other tax attributes (including research credits) to offset future federal taxable income or tax if, in general, the corporation experiences a cumulative ownership change of more than 50% over any rolling three-year period. State net operating loss carryforwards (and certain other tax attributes) may be similarly limited. For the year ended December 31, 2021, we recorded no state tax liability. An ownership change can therefore result in significantly greater tax liabilities than a corporation would incur in the absence of such a change and any increased liabilities could adversely affect the corporation’s business, results of operations, financial condition and cash flow.

 

As of December 31, 2020, we had available total federal and state net operating loss carryforwards of approximately $10,086,000 plus additional net operating losses generated in the year ending December 31, 2021. These NOL’s expire at various intervals through the year 2037 except for the NOL’s for the years ending after December 31, 2017 which have no expiration date.

 

Additional ownership changes may occur in the future as a result of additional equity offerings or events over which we will have little or no control, including purchases and sales of our equity by our five-percent security holders, the emergence of new five-percent security holders, redemptions of our securities or certain changes in the ownership of any of our five percent security holders.

 

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

 

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock, or publishes unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

 

 

14 
 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2. PROPERTIES

 

The Company has no owned properties and at this time has no agreements to acquire any properties. The Company currently maintains a rent-free mailing address at 4220 Morning Star Drive, Castle Rock, CO 80108, which is the address of the office of its Chief Executive Officer and lab facilities on lease at 1801 Sunset Place, Unit C, Longmont CO 80501. The Company leases its operating facility on a month-to-month basis, with monthly rental installments of $2,378.

 

ITEM 3. LEGAL PROCEEDINGS

 

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

15 
 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

There is only a very limited market for the Company's securities. The Company’s securities are included on the OTCQB under the symbol FNAM. As of December 31, 2021, there were outstanding options for 1,081,667 shares of common stock.

 

As of March 11, 2020, there were approximately 324 holders of the Company's common stock.

 

No cash dividends have been paid by the Company on any of its securities since the renewal of its charter and such cash dividends are not contemplated in the foreseeable future.

 

ITEM 6. [RESERVED]

 

Not Applicable.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis should be read in conjunction with the Audited Financial Statements and related notes included elsewhere in this 10-K. The following discussion includes certain forward-looking statements. For a discussion of important factors which could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”.

 

Recent Highlights of Evolutionary Genomics

 

·During 2019, we identified our FusR1 gene in bananas for disease resistance and filed a patent application.

 

·During 2020, WCIC completed a project for the Company to transform soybean plants using our EG261 and EG19 genes and to develop resulting plants through generation T2 seeds.

 

·During 2020, we entered into the DCA with Dole and a Research Agreement with WCIC for the development of the FusR1 gene and banana plants that are resistant to Panama Disease.

  

·During 2021, we were successful at the University of Wisconsin in transforming banana plants with our FusR1 gene and now have transformed plants growing in their greenhouses

 

·During 2021, we discovered our SigX gene in banana plants that may provide resistance to Black Sigatoka disease in bananas and filed patents on the gene.

 

16 
 

Consolidated Results of Operations:

 

   Year Ended December 31, 
   2021   2020 
   Amount   Percent of Revenue   Amount   Percent of Revenue 
Grant revenue  $—    N/A   $12,500    100.0%
  Research and development   1,234,215    N/A    1,793,145    14345.2%
  Salaries and benefits   369,920    N/A    495,518    3964.1%
  General and administrative   1,273,808    N/A    603,632    4829.1%
Total operating expenses   2,877,943    N/A    2,892,295    23138.4%
Operating loss   (2,877,943)   N/A    (2,879,795)   -23038.4%
Other income   83,999    N/A    180,559    1444.5%
Income Taxes   —    N/A    987,353    7898.8%
Net loss  $(2,793,944)   N/A   $(1,711,883)   -13695.1%
Preferred stock dividend   (285,568)   N/A    (285,567)   -2284.5%
Net loss attributable to common stockholders  $(3,079,512)   N/A   $(1,997,450)   -15979.6%

 

Grant Revenue

 

Grant revenue decreased $12,500, or 100.0%, to $0 for the year ended December 31, 2021 from $12,500 for the year ended December 31, 2020. The decrease was primarily due to the decrease in revenue received from the State of Colorado grant which was completed in the first quarter of 2020.

 

Operating Expenses

 

Operating expenses decreased $14,352, or 0.5%, to $2,877,943 for the year ended December 31, 2021 from $2,892,295 for the year ended December 31, 2020. Operating expenses consist of research and development expense, salaries and benefits and general and administrative expense. Changes in these items are described below.

 

Research and Development

 

Research and development decreased $558,930, or 31.2%, to $1,234,215 for the year ended December 31, 2021 from $1,793,145 for the year ended December 31, 2020. The decrease was primarily due to decreased costs incurred on our research agreement with UW for the development of our FusR1 banana gene, partially offset by increases in patent costs and lab supplies expense. Under the terms of our Development and Commercialization Agreement with Dole Food Company, Dole provides funding for our banana project expenses at the University of Wisconsin in the form of notes payable.

 

Salaries and Benefits

 

Salaries and benefits decreased $125,598, or 25.3%, to $369,920 for the year ended December 31, 2021 from $495,518 for the year ended December 31, 2020. The decrease was due to bonuses paid in the year ended December 31, 2020.

 

General and Administrative

 

General and administrative expenses increased $670,176, or 111.0%, to $1,273,808 for the year ended December 31, 2021 from $603,632 for the year ended December 31, 2020. The increase was primarily due to amortization of our intangible asset which began in the year ended December 31, 2020 and increased insurance costs.

 

Other Income and (Expenses)

 

Total other income and (expenses) decreased $96,560, or 53.5%, to $83,999 for the year ended December 31, 2021 from $180,559 for the year ended December 31, 2020. The decrease was primarily due to realized gains on investments that were sold in the year ended December 31, 2020.

 

17 
 

Income Taxes

 

Income tax benefit decreased $987,353 to $0 for the year ended December 31, 2021 from $987,353 for the year ended December 31, 2020. The decrease was the result of placing the in progress research and development into service in the year ended December 31, 2020.

 

Net Loss

 

Net loss increased $1,082,061, or 63.2%, to $2,793,944 for the year ended December 31, 2021 from $1,711,883 for the year ended December 31, 2020. The increase was primarily due to the income tax benefit recorded in the year ended December 31, 2020, increased costs for the amortization of our intangible asset, increases in patent costs and lab supplies expense and decreased gains on investments partially offset by decreased costs incurred on our research agreement with the University of Wisconsin for the development of our FusR1 banana gene and decreased bonuses.

 

Financial Condition

 

The Company’s working capital decreased $37,494 to $236,935 as of December 31, 2021 from $274,429 as of December 31, 2020 primarily due the net loss from operations partially offset by proceeds from notes payable from Dole, the PPP loan and the Economic Injury Disaster Loan (“EIDL”).

 

Liquidity and Capital Resources

 

The Company has historically financed operations through cash flows from operations and equity transactions. Net cash used in operating activities was $1,583,139 for the year ended December 31, 2021 compared to $2,297,317 for the year ended December 31, 2020. The $714,178, or 31.1%, decrease was primarily due to the decreased net operating loss. Net cash provided from the sale of investments was $0 for the year ended December 31, 2021 compared to $147,613 for the year ended December 31, 2020. Net cash provided from financing activities was $1,447,916 in proceeds from notes payable from Dole and $133,395 in proceeds from the PPP loan and the EIDL in the year ended December 31, 2021 compared to $2,095,831 in proceeds from notes payable from Dole and $224,268 in proceeds from the PPP loan and the EIDL in the year ended December 31, 2020.

 

As of December 31, 2021, the Company had $214,009 in operating cash and during 2021 used $1,583,139 of cash in operations. Subsequent to the year ended December 31, 2021, the Company issued an additional 76,953 shares of Series A-2 stock at $5.25 per share and received proceeds of $404,003. The Company’s current projections for 2022 requires cash of $578,143. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

To address these factors and in addition to the $404,000 of proceeds received subsequent to the year ended December 31, 2021 and funding from our agreement with Dole, management expects to receive additional funds from option exercises and will reduce operating expenses with employee salary deferrals to provide the necessary liquidity to meet our obligations as they come due over the next year. We expect that the funding from these sources will be sufficient to cover our obligations for the next twelve months. Additional shareholder funding could result in dilution to existing shareholders. If the funding does not arrive, the Company may not be able to meet its obligations as they become due.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements that have a material current effect, or that are reasonably likely to have a material future effect, on its financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.

 

Contractual Obligations

 

The Company leases its operating facility on a month-to-month basis, with monthly rental installments of $2,378. The Company’s rent expense for the years ended December 31, 2021 and 2020 was $28,535.

 

Critical Accounting Policies

 

For a review of our critical accounting policies, please refer to our audited financial statements.

 

18 
 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 

The information required by this item appears beginning on page F-1 following the signature pages of this report and is incorporated herein by reference.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There are no disagreements with the accountants on accounting and financial disclosures.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures

 

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, as of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in our reports to the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of the period covered by this report, our disclosure controls and procedures are not effective at these reasonable assurance levels for the reasons stated below.

 

The Company’s internal control system is designed to provide reasonable cost-effective assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. There is no assurance that our disclosure controls or our internal controls over financial reporting can prevent all errors. An internal control system, no matter how well designed and operated, has inherent limitations, including the possibility of human error. Because of the inherent limitations in a cost-effective control system, misstatements due to error may occur and not be detected. We monitor our disclosure controls and internal controls and make modifications as we believe appropriate given our financial resources and limited level of activities. Our intent in this regard is that our disclosure controls and our internal controls will improve as systems change and conditions warrant.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies such as the Company face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of our operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

 

Our management, with the participation of the Chief Executive Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — 2013 Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of December 31, 2021, our internal control over financial reporting was not effective due to the material weaknesses in the system of internal control described below.

 

19 
 

Specifically, management identified the following control deficiencies: (1) the Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. (3) Due to the size of the Company and limited personnel, the Company has not hired an individual with technical accounting expertise within the accounting function.

 

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable cost-effective steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

 

Changes in internal controls

 

Our Certifying Officers have indicated that there were no changes in our internal controls over financial reporting or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 

Not applicable.

 

20 
 

PART III.

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Officers and Directors

 

The following table sets forth certain information concerning each of the Company’s directors and executive officers:

 

Name   Age   Position
Steve B. Warnecke   65   Chairman of the Board, President, CEO, CFO
Walter Messier   66   Treasurer, Secretary
Virginia Orndorff   71   Director
Mark Boggess   61   Director

 

Compliance with Section 16 (a) of the Exchange Act

 

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such Forms, we believe that during the year ended December 31, 2021 there were no delinquent filers.

 

Code of Conduct

 

Committees

 

We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time. However, we intend to implement a comprehensive corporate governance program, including establishing various board committees in the future.

 

There are no agreements or understandings for any officer or director to resign at the request of another person and none of the above-named officers and directors are acting on behalf of or will act at the direction of any other person.

 

There is no family relationship between any director or executive officer of the Company.

 

The board of directors presently has no committees.

 

Set forth below are the names of all directors and executive officers of the Company, all positions and offices with the Company held by each such person, the period during which he has served as such, and the business experience of such persons during at least the last five years:

 

Steve B. Warnecke was appointed Chief Financial Officer, Treasurer, Secretary and member of the board of directors of the Company on June 6, 2014, and became its principal executive officer as President, Chief Executive Officer and Chairman of the Board on October 1, 2014. Mr. Warnecke has served as a member of the board of directors of Evolutionary Genomics since September 2010 and was appointed as Chief Executive Officer in November 2010. Mr. Warnecke has served part-time roles as Chairman of the Board of Directors and Chief Financial Officer for VetDC, Inc. since November 2012, President of CereScan Corp from November 2016 to August 2018 and Chairman of the Pink Lightning Foundation (supporting Children’s Hospitals and cystic fibrosis research) since November 2011. He has also served as Senior Vice-President of Children’s Hospital Colorado Foundation from 2003 through January 2017 and been a member of the Board of Directors of CereScan from 2014 to 2019. Previously, Mr. Warnecke served as Lead Independent Director and Audit Committee Chair for Evolving Systems, Inc. (NASDAQ: EVOL, an international telecom software company) from 2003 to 2011, as Chief Financial Officer of Targeted Medical Pharma, Inc. in 2011, as Chief Financial Officer and member of the Board of Directors for Bacterin International, Inc. (NASDAQ: BONE), a biologics and medical device company from 2008 to 2010, member of the Board of Directors of Emmaus Life Sciences, Inc. in 2011, member of the Board of Directors of Boppy Company from 2005 to 2008, Senior Vice-President of Strategic Planning for First Data/Western Union (NYSE: FDC) from 2001 to 2002 and Chief Financial Officer for Frontier Airlines (former NASDAQ company acquired by Republic Airways) from 1999 to 2001. Mr. Warnecke graduated from the University of Iowa with a BBA in Accounting, Finance and Management and passed the Certified Public Accountant exam in 1979.

 

21 
 

Virginia Orndorff was appointed as a director of the Company on October 1, 2014. She has served as a member of the Evolutionary Genomics board of directors since 2000. She served as Chief Executive Officer and President of Evolutionary Genomics from 2000 to November 2010. She is a founder and CEO of Sieyax, LLC, an early-stage oncology company. From February 2015 to February 2017, Ms. Orndorff served as Executive Director, Chief Executive Officer and Director of the Colorado Institute for Drug, Device and Diagnostic Development. She has served on Colorado’s State Board of Pharmacy from March 2012 to March 2015. 1997 to 2000, Ms. Orndorff served as Vice President then President and Chief Executive Officer of GenoPlex, Inc. of Denver and served as Director of Technology/Business Development of NeXstar Pharmaceuticals, Inc. of Boulder, Colorado, from 1993 to 1997. From 1989 to 1993 she served as the Director of Biotechnology Programs for the Colorado Advanced Technology Institute in Denver. Ms. Orndorff was employed by the Georgia Institute of Technology as Manager of a biotechnology start-up incubator (the Health Science Technology Center) from 1987 to 1989; prior to that for eight years by Genex Corporation of Gaithersburg, Maryland, first as a Laboratory Supervisor then as Manager of Technology Assessment. From 1975 to 1979, Ms. Orndorff had served as a Microbiologist at Stanford Research Institute. She received a BA in Biology from the University of California at Santa Cruz, an MA in Microbiology from California State University at San Jose, and an MBA from Loyola College (where she graduated second in her class).

 

Mark Boggess, Ph.D. was appointed as a director of the Company on October 1, 2014. He has served as a director of Evolutionary Genomics since 2010. Dr. Boggess has a diverse background in the animal sciences and animal industries. Born and raised on a traditional Iowa farm, he served as a swine and beef cattle extension specialist with the University of Idaho in Twin Falls from 1990 to 1994 where he was responsible for all swine extension and educational programming and served as the animal breeding resource specialist for the University beef extension team. From 1994 to 2004, Dr. Boggess served as President of Salmon Creek Farms, LLC where he was responsible for development of the Salmon Creek Farms Natural Pork program and branded product line, at Independent Meat Company in Twin Falls, ID. From 2004 to 2009, Dr. Boggess assumed the position of Director of Animal Science for the National Pork Board where he was responsible for program direction and industry funding coordination for research in pork quality; nutritional efficiency; sow lifetime productivity; genomics-genetics; alternatives to antimicrobials; production-management systems and biotechnology. Dr. Boggess also served as the National Pork Board liaison for animal science to producers, academia, media, regulators and the National Pork Producers Council and directed numerous pork industry based advisory groups. From 2009 to 2014, Dr. Boggess served as the National Program Leader for Food Animal Production and the National Program Leader for Pasture, Forage and Rangeland Systems for the USDA Agriculture Research Service in Beltsville, Maryland. In this role, he directed ARS research for diverse programs in genetics and genomics, nutrition, reproductive physiology, animal welfare and meat quality. Dr. Boggess also directed research to improve pasture and rangeland management practices and land-use strategies, improve and restore the ecology of western rangelands and improve the capacity and efficiency of forage-based food animal production systems. From 2014 to 2018, Dr. Boggess served as the Director of the U.S. Dairy Forage Research Center in Madison, WI. In this role Dr. Boggess directed the research programs for 21 scientists and 75 support staff. The USDFRC includes two research farms in rural Wisconsin as well as offices and laboratories on the campus of the University of Wisconsin. Currently, Dr. Boggess serves as the Director of the US Meat Animal Research Center, the largest meat animal-based research Center in the world. USMARC spans 34,000 acres and houses 25,000 head of beef, sheep and swine. The research programs include 45 scientists in five research units conducting research focused on genetics, genomics, physiology, nutrition, reproduction, food safety, meat quality, animal health, precision agriculture, and environmental quality. Dr. Boggess attended Iowa State University receiving a BS degree in Animal Science in 1983. After receiving an MS degree from Cornell University with a major in Animal Breeding in 1985, Dr. Boggess returned to Iowa State University, receiving his PhD in 1990, also in Animal Breeding.

 

Walter Messier, Ph.D. was appointed Secretary and Treasurer of the Company on October 1, 2014. He is a Founder of Evolutionary Genomics and has served as its Chief Technology Officer since 2000 and has served as its Secretary since 2007. Dr. Messier has published in such prestigious scientific journals as Nature, Nature Medicine, Current Biology, and Science. Dr. Messier is recognized as an authority on the use and interpretation of Ka/Ks algorithms. Dr. Messier’s research on the detection of molecular-level positive selection in the primates is well known. In addition to the research programs Dr. Messier developed and spearheads at Evolutionary Genomics, he is currently collaborating with colleagues in several areas, including identification and validation of novel targets for breast cancer therapeutics, identification and validation of novel targets for HIV/AIDS therapeutics, the role of molecular Darwinian selection in human speciation, and creation of more powerful algorithms for the detection of molecular Darwinian selection. Dr. Messier received his Masters of Science from the State University of New York at New Paltz, and his Ph.D. from the University of Albany (State University of New York).

 

22 
 

CONFLICTS OF INTEREST

 

The Company’s officers and directors have in the past and may in the future be officers and directors of other companies. Consequently, they may have potential inherent conflicts of interest in serving as officers and directors of the Company. Insofar as the officers and directors are engaged in other business activities, management anticipates it will not devote all of its time to the Company’s affairs. The officers and directors of the Company may in the future become shareholders, officers or directors of other companies which may be formed for the purpose of engaging in business activities similar to those conducted by the Company. The Company does not currently have a right of first refusal pertaining to opportunities that come to management’s attention even if the opportunities relate to the Company’s proposed business operations.

 

The officers and directors are under no obligation to make any opportunities that come to their attention in the performance of their duties for any other companies or in any other manner available to the Company. Except as set forth above, the Company has not adopted any other conflict of interest policy with respect to such transactions.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following table summarizes compensation of our executive officers:

 

               Option         
Name and Position  Year   Salary   Bonus   Awards   Other   Total 
Steve B. Warnecke   2021   $150,000   $—   $—   $10,000   $160,000 
Chief Executive Officer   2020   $150,000   $50,000   $—   $10,000   $210,000 
Chairman of the Board   2019   $150,000   $—   $151,846   $10,000   $311,846 
                               
Walter Messier   2021   $150,202   $—   $—   $—   $150,202 
Chief Technology Officer   2020   $150,000   $50,800   $—   $—   $200,800 
Secretary   2019   $150,000   $—   $310,598   $—   $460,598 
                               
Virginia Orndorff   2021   $—   $—   $—   $10,000   $10,000 
Director   2020   $—   $—   $—   $10,000   $10,000 
    2019   $—   $—   $46,590   $10,000   $56,590 
                               
Mark Boggess   2021   $—   $—   $—   $10,000   $10,000 
Director   2020   $—   $—   $—   $10,000   $10,000 
    2019   $—   $—   $46,590   $10,000   $56,590 

 

The Company had no employment agreements as of December 31, 2021 and paid cash compensation to each to its directors of $10,000 during the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2019, Evolutionary Genomics issued option grants for 15,000 shares each to Virginia Orndorff and Mark Boggess, 300,000 shares to Walter Messier and 150,000 shares to Steve Warnecke. The amounts reported under “Option Awards” in the above table reflect the grant date fair value of these awards as determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation, rather than amounts paid to or realized by the named individual.  The value of the option awards was estimated using the Black-Scholes option pricing model.  The valuation assumptions used in the valuation of options granted may be found in the Notes to our financial statements included in this annual report on Form 10-K.

 

23 
 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Principal Stockholders

 

The following table sets forth certain information as of December 31, 2021 regarding the beneficial ownership of the Company’s common stock by (i) each stockholder known by the Company to be the beneficial owner of more than 5% of our common stock, (ii) by each director and executive officer of the Company and (iii) by all executive officers and directors of the Company as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned. The percentage ownership is the number of shares of common stock owned compared to the combined number of shares of common and preferred stock outstanding. None of the officers or directors own any shares of preferred stock.

 

    Number of   Percentage
    Shares Owned   of Shares
Name and Address   or Controlled   Owned
         
Steve B. Warnecke   1,827,088 (1)   28.29%
4220 Morning Star Drive        
Castle Rock, CO  80108        
         
Virginia Orndorff   119,204 (2)   1.85%
4220 Morning Star Drive        
Castle Rock, CO  80108        
         
Mark Boggess   26,000 (3)   0.40%
4220 Morning Star Drive        
Castle Rock, CO  80108
         
Walter Messier   160,615 (4)   2.49%
4220 Morning Star Drive        
Castle Rock, CO  80108        
         
All Officers and Directors as a Group (1)   2,132,907   33.02%

———————
(1)Mr. Warnecke is Chief Executive Officer and Chairman of the Board of the Company. Mr. Warnecke holds options for 66,667 shares exercisable at $.55 per share, 100,000 shares exercisable at $3.30 per share and 150,000 shares exercisable at $1.65 per share.
(2)Ms. Orndorff is a Director of the Company. Ms. Orndorff holds options for 20,000 shares exercisable at $.55 per share, 15,000 shares exercisable at $3.00 per share and 45,000 shares exercisable at $1.50 per share.
(3)Mark Boggess is a Director of the Company. Mr. Boggess holds options for 15,000 shares exercisable at $3.00 per share and 45,000 shares exercisable at $1.50 per share.
(4)Dr. Messier is the Company’s Treasurer and Secretary. Dr. Messier holds options for 100,000 shares exercisable at $.55 per share, 100,000 shares exercisable at $3.00 per share and 300,000 shares exercisable at $1.50 per share..

 

24 
 

ITEMS 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

We maintain a mailing address at the offices of our president, Steve B. Warnecke, located at 4220 Morning Star Drive, Castle Rock, CO 80108 for which we pay no rent. There have been no transactions or proposed transactions in which the amount involved exceeds $120,000 for the last two completed fiscal years in which any of our directors, executive officers of beneficial holders of more than 5% of the outstanding shares of common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

The aggregate fees billed during the years ended December 31, 2021 and 2020 for professional services rendered by our principal accountant, Plante & Moran PLLC, Denver, Colorado (PCAOB ID No. 166) for the audit of our annual financial statements and quarterly reviews were $65,000 and $42,000, respectively.

 

Audit Related Fees

 

The Company incurred no fees for the years ended December 31, 2021 and 2020 for audit related services by our principal accountant that were reasonably related to the performance of the audit or review of our financial statements, and not reported under Audit Fees above.

 

Tax Fees

 

For the years ended December 31, 2021 and 2020, there were no fees for professional services rendered by our principal accountant for tax preparation.

 

All Other Fees

 

We did not incur any fees for other professional services rendered by our principal accountant during the fiscal years ended December 31, 2021 and 2020.

 

 

 

25 
 

PART IV.

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

 

(a)The following Exhibits are filed as part of this registration statement unless otherwise indicated:

 

          Incorporated by Reference  
Exhibit No.   Description     Form   Date     Number  
2.1   Amended and Restated Agreement and Plan of Merger, dated as of March 2, 2015, by and among Fona, Inc., Evolutionary Genomics, Inc., EG I, LLC, Fona Merger Sub, Inc. and Fona Merger Sub, LLC     10-K   3/5/2015     10.1  
3.1   Form of Amended and Restated Articles of Incorporation     8-K   10/23/2015     3.1  
3.2   Bylaws of the Company     10   9/23/2010     3.2  
3.3   Certificate of Designations, Preferences and Rights of Series A-1 Preferred Stock     8-K   2/25/2016     3.1  
3.4   Certificate of Designations, Preferences and Rights of Series A-2 Preferred Stock     10-K   3/30/2020     3.4  
4.1   Specimen Stock Certificate     8-K   10/23/2015     4.1  
10.1   Equity Incentive Plan     S-4   4/2/2015     10.1  
10.2   Tennessee State University Agreement     S-4/A   7/2/2015     10.2  
10.3   Tennessee State University Amendment     S-4/A   7/2/2015     10.3  
10.4   Fee for Services Agreement University of Missouri     S-4/A   7/2/2015     10.4  
10.5   Contract for Services University of Missouri     S-4/A   7/2/2015     10.5  
10.6   Bill and Melinda Gates Foundation MSA     S-4/A   7/2/2015     10.6  
10.7   Bill and Melinda Gates Foundation WO 1     S-4/A   7/2/2015     10.7  
10.8   State of Colorado Grant Agreement     10-K   2/19/2016     10.8  
10.9   Amendment 1 to the UM Nguyen Sponsored Research Contract     10-K   2/10/2017     10.9  
10.10   Amendment 2 to the UM Zhang Sponsored Research Contract     10-K   2/10/2017     10.10  
10.11   Wisconsin Crop Innovation Center Service Agreement and Amendment     10-K   4/1/2019     10.11  
10.12   State of Colorado Grant Agreement     10-K   4/1/2019     10.12  
10.13   Notice of Termination–Sponsored Research Agreement     10-K   3/30/2020     10.13  
10.14   Development and Commercialization Agreement, dated August 19, 2020, by and between EG Crop Science, Inc. and Dole Food Company, Inc.     10-Q   11/13/2020     10.1  
10.15   Standard Research Agreement, dated September 15, 2020, by and between the Board of Regents of the University of Wisconsin System on behalf of the University of Wisconsin-Madison and EG Crop Science, Inc.     10-Q   11/13/2020     10.2  
21.1   Subsidiaries of Evolutionary Genomics, Inc.     10-K   3/5/2018     21.1  
31.1   Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                  
31.2   Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                  
32.1   Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                  
32.2   Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                  
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 Label 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)                  

 

ITEM 16. FORM 10–K SUMMARY

 

Not applicable.

 

26 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Castle Rock, State of Colorado on March 21, 2021.

 

  EVOLUTIONARY GENOMICS, INC.
     
March 21, 2021 By: /s/ Steve B. Warnecke
  Name: Steve B. Warnecke
  Title: Chief Executive Officer, Chief Financial Officer, President and Chairman of the Board

 

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Steve B. Warnecke      President, Chief Executive Officer, Chief Financial Officer, Director (Principal Executive Officer, Principal Financial/Accounting Officer)      March 21, 2021
Steve B. Warnecke      
         
         
/s/ Virginia Orndorff   Director   March 21, 2021
Virginia Orndorff        
         
         
/s/ Mark Boggess   Director   March 21, 2021
Mark Boggess        

 

 

 

27 
 

Evolutionary Genomics, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2021 and 2020

 

 

 

 

 

Contents

 

 

Report of Independent Registered Public Accounting Firm (PCAOB ID #166) F-2
   
Consolidated Balance Sheets F-4
   
Consolidated Statements of Operations F-5
   
Consolidated Statement of Stockholders’ Deficit F-6
   
Consolidated Statements of Cash Flows F-7
   
Notes to Consolidated Financial Statements F-8

 

 

 

 

 

 

 

 

F-1 
 

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and Board of Directors of Evolutionary Genomics, Inc. and Subsidiary

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Evolutionary Genomics, Inc. and Subsidiary (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 

Controls and Procedures - Material Weakness - Refer to Item 9A to the form 10-K

 

Critical Audit Matter Description

 

Management has identified the following control deficiencies: (1) the Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. (2) The Company uses accounting software that neither prevent erroneous or unauthorized changes to previous reporting periods or provide an adequate audit trail of entries made in the accounting software. (3) Due to the size of the Company and limited personnel, the Company has not hired an individual with the appropriate level of knowledge, experience and training in financial reporting.

 

Given these deficiencies in the lack of proper segregation of duties, weakness within accounting software, and lack of technical accounting expertise which have a pervasive impact to all financial account balances and disclosures, a significant change in our audit plan was required with an increase in audit effort.

 

F-2 
 

 

How the Critical Audit Matter was Addressed in the Audit

 

Our audit procedures related to mitigating the risks of the internal control deficiencies include the following:

·Performed a primarily substantive audit over significant account balances and disclosures. Utilized original source documents for audit evidence, rather than system reports or other information.
·Performed additional procedures to mitigate any increased fraud risks, including:
1)lowered the threshold for investigating differences between recorded amounts and independent expectations developed by us that we would have otherwise used,
2)increased the number of selections we would have otherwise made if the Company’s controls were designed and operating effectively,
3)utilized experienced staff on the engagement team and emphasized the heightened fraud risks with the team members, and
4)performed procedures in verifying the accuracy and completeness for disbursements transactions, inclusive of any potential related party considerations.

 

Going Concern – Refer to Note 13 to the consolidated financial statements

 

Critical Audit Matter Description

 

The determination as to whether the Company can continue as a going concern includes consideration of management’s operating plan and anticipated timing of future cash flows.  Management is required to make subjective judgments and assumptions in concluding on going concern uncertainty.

 

Auditing the Company’s going concern assessment is complex because it involves a high degree of auditor judgment to assess the reasonableness of the cash flow forecasts used in the Company’s going concern analysis. In particular, the cash flows are sensitive to changes related to significant assumptions, such as the estimation of the future cash to be used in operations and the ability of the Company to secure additional financing.

 

How the Critical Audit Matter was Addressed in the Audit

 

Our audit procedures related to analyzing the ability to continue as a going concern include the following:

·Gained an understanding of the internal controls related to the Company’s going concern assessment,

 

·Evaluated the reasonableness of the Company’s forecasted operating expenses by obtaining an understanding of the Company’s operations and strategy, inquiring about the Company’s research and development activities, comparing the forecasted operating expenses to historical operating expenses, assessing expected costs, and confirmed any deferral of expenses with the payee, and

 

·Assessed management’s ability to forecast operating expenses by comparing prior year forecasts to actual financial results.

 

 

We have served as the Company’s auditor since 2014.

 

/s/ Plante & Moran, PLLC

 

Denver, Colorado

March 21, 2022

 

F-3 
 

 

Evolutionary Genomics, Inc. and Subsidiary

Consolidated Balance Sheets

December 31, 2021 and 2020

 

         
   2021   2020 
         
ASSETS          
           
Current assets          
Cash  $214,009   $215,836 
Prepaid expenses   41,792    61,757 
          Total current assets   255,801    277,593 
           
Non-current assets          
Property and equipment, net   18,698    50,763 
Intangible assets, net   2,657,592    3,664,343 
          Total non-current assets   2,676,290    3,715,106 
Total assets  $2,932,091   $3,992,699 
           
LIABILITIES AND STOCKHOLDERS'  DEFICIT          
          
Current liabilities          
Accounts payable and accrued expenses  $18,866   $3,164 
          Total current liabilities   18,866    3,164 
           
Long-term liabilities          
Notes payable   3,743,747    2,245,831 
                Total liabilities   3,762,613    2,248,995 
Commitments and contingencies          
Preferred Stock subject to possible redemption, $0.001 par value, 20,000,000 authorized at December 31, 2021 and 2020          
Series A-1 Convertible Preferred Stock, $0.001 par value; 600,000 shares authorized, 577,063 shares issued and outstanding at December 31, 2021 and 2020; liquidation preference at December 31, 2021 of $4,438,687   3,029,579    3,029,579 
Series A-2 Convertible Preferred Stock, $0.001 par value; 200,000 shares authorized, 102,860 shares issued and outstanding at December 31, 2021 and 2020; liquidation preference at December 31, 2021 of $653,877   540,015    540,015 
           Total preferred stock subject to possible redemption   3,569,594    3,569,594 
Stockholders' deficit          
Preferred Stock   1,521,796    1,236,228 
Common Stock, $0.001 par value; 780,000,000 shares authorized, 5,881,898 shares issued and outstanding at December 31, 2021 and 2020   5,882    5,882 
Additional paid-in capital   11,949,702    12,015,552 
Accumulated deficit   (17,877,496)   (15,083,552)
          Total stockholders' deficit   (4,400,116)   (1,825,890)
Total liabilities and stockholders' deficit  $2,932,091   $3,992,699 

 

See notes to consolidated financial statements

F-4 
 

 

Evolutionary Genomics, Inc. and Subsidiary

Consolidated Statements of Operations

For the years ended December 31, 2021 and 2020

 

         
   2021   2020 
         
Grant revenue  $—   $12,500 
           
Operating expenses          
  Research and development   1,234,215    1,793,145 
  Salaries and benefits   369,920    495,518 
  General and administrative   1,273,808    603,632 
          Total operating expenses   2,877,943    2,892,295 
           
Operating loss   (2,877,943)   (2,879,795)
           
Other income          
  Investment income   604    372 
  Loan forgiveness   83,395    74,268 
  Gain on investments   —    105,919 
          Total other income   83,999    180,559 
Loss before income taxes   (2,793,944)   (2,699,236)
Income tax benefit   —    987,353 
Net loss   (2,793,944)   (1,711,883)
Preferred stock dividend   (285,568)   (285,567)
Net loss attributable to common stockholders  $(3,079,512)  $(1,997,450)
           
Net loss per common share, basic and diluted  $(0.52)  $(0.34)
           
Weighted average common shares outstanding, basic and diluted   5,881,898    5,881,898 

 

See notes to consolidated financial statements

 

 

 

F-5 
 

Evolutionary Genomics, Inc. and Subsidiary

Condensed and Consolidated Statement of Stockholders' Deficit

 

                               
   Twelve Months Ended December 31, 2021 
   Common Stock   Preferred  

Additional Paid-In

   Accumulated   Stockholders' 
   Shares   Amount   Dividend   Capital   Deficit   Deficit 
                         
Balance, December 31, 2020   5,881,898   $5,882   $1,236,228   $12,015,552   $(15,083,552)  $(1,825,890)
Stock compensation   —    —    —    54,930    —    54,930 
Preferred stock dividends   —    —    71,392    (71,392)   —    — 
Net loss   —    —    —    —    (513,742)   (513,742)
Balance, March 31, 2021   5,881,898   $5,882   $1,307,620   $11,999,090   $(15,597,294)  $(2,284,702)
Stock compensation   —    —    —    54,929    —    54,929 
Preferred stock dividends   —    —    71,392    (71,392)   —    — 
Net loss   —    —    —    —    (553,701)   (553,701)
Balance, June 30, 2021   5,881,898   $5,882   $1,379,012   $11,982,627   $(16,150,995)  $(2,783,474)
Stock compensation   —    —    —    54,930    —    54,930 
Preferred stock dividends   —    —    71,392    (71,392)   —    — 
Net loss   —    —    —    —    (1,058,657)   (1,058,657)
Balance, September 30, 2021   5,881,898   $5,882   $1,450,404   $11,966,165   $(17,209,652)  $(3,787,201)
Stock compensation   —    —    —    54,929    —    54,929 
Preferred stock dividends   —    —    71,392    (71,392)   —    — 
Net loss   —    —    —    —    (667,844)   (667,844)
Balance, December 31, 2021   5,881,898   $5,882   $1,521,796   $11,949,702   $(17,877,496)  $(4,400,116)

 

   Twelve Months Ended December 31, 2020 
   Common Stock   Preferred   Additional Paid-In   Accumulated   Stockholders' 
   Shares   Amount   Dividend   Capital   Deficit   Deficit 
                         
Balance, December 31, 2019   5,881,898   $5,882   $950,661   $12,081,401   $(13,371,669)  $(333,725)
Stock compensation   —    —    —    54,930    —    54,930 
Preferred stock dividends   —    —    71,391    (71,391)   —    — 
Net loss   —    —    —    —    (241,816)   (241,816)
Balance, March 31, 2020   5,881,898   $5,882   $1,022,052   $12,064,940   $(13,613,485)  $(520,611)
Stock compensation   —    —    —    54,929    —    54,929 
Preferred stock dividends   —    —    71,392    (71,392)   —    — 
Net loss   —    —    —    —    (294,798)   (294,798)
Balance, June 30, 2020   5,881,898   $5,882   $1,093,444   $12,048,477   $(13,908,283)  $(760,480)
Stock compensation   —    —    —    54,930    —    54,930 
Preferred stock dividends   —    —    71,392    (71,392)   —    — 
Net income   —    —    —    —    535,885    535,885 
Balance, September 30, 2020   5,881,898   $5,882   $1,164,836   $12,032,015   $(13,372,398)  $(169,665)
Stock compensation   —    —    —    54,929    —    54,929 
Preferred stock dividends   —    —    71,392    (71,392)   —    — 
Net income   —    —    —    —    (1,711,154)   (1,711,154)
Balance, December 31, 2020   5,881,898   $5,882   $1,236,228   $12,015,552   $(15,083,552)  $(1,825,890)

 

See notes to consolidated financial statements

 

F-6 
 

Evolutionary Genomics, Inc. and Subsidiary

Condensed and Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and 2020

 

           
   2021   2020 
Cash flows from operating activities:          
  Net loss  $(2,793,944)  $(1,711,883)
  Adjustments to reconcile net loss to net cash flows from operating activities          
    Depreciation and amortization   1,038,816    409,368 
    Stock-based compensation   219,718    219,718 
    Unrealized gain on investments   —    (74,268)
    PPP loan forgiveness   (83,395)   (105,919)
    Deferred tax benefit        (987,353)
Changes in operating assets and liabilities:          
      Accounts receivable   —    6,845 
      Prepaid expenses   19,965    (37,574)
      Accounts payable and accrued expenses   15,702    (16,251)
        Cash flows from operating activities   (1,583,138)   (2,297,317)
           
Cash flows from investing activities:          
     Proceeds from sale of investments   —    147,613 
        Cash flows from investing activities   —    147,613 
           
Cash flows from financing activities:          
  Proceeds from issuance of notes payable   1,447,916    2,095,831 
  Proceeds from EIDL and PPP loans   133,395    224,268 
        Cash flows from financing activities   1,581,311    2,320,099 
           
Net change in cash   (1,827)   170,395 
           
Cash, beginning of period   215,836    45,441 
           
Cash, end of period  $214,009   $215,836 
           
Supplemental cash flow information          
        Preferred stock dividend accrual  $285,568   $285,567 

 

See notes to consolidated financial statements

 

 

F-7 
 

 

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

 

Note 1: Business Activity

 

Evolutionary Genomics, Inc. (the “Company,” “We,” or “Our”) has developed a technology platform, the Adapted Traits Platform (“ATP”), to identify commercially valuable genes that control important traits in animals and plants. We are using the ATP to identify genes to improve crop plant traits such as yield, sugar content, biomass, drought tolerance, and pest/disease resistance. Our platform identifies key genes that have changed successfully to impart new or improved traits.

 

In the past, the Company performed research on behalf of governmental organizations, non-profit foundations and commercial entities and received revenue from grants and commercial research contracts. We have not received any revenue from these grant arrangements since early 2020. The Company now focuses on research projects that may lead to long-term licensing arrangements with agricultural seed companies and crop producers as with our soybean and banana projects. These projects take several years to develop, and successful commercialization may take many years to produce license royalty payments. Our banana project, in cooperation with Dole Food Company is an example that has resulted in notes payable funding for the development phase of our banana genes and may result in a long-term royalty bearing license once the development phase is complete.

 

During 2014, the Company purchased 75.16% of the outstanding stock of Fona, Inc., (“Fona”) a public shell company. Since Fona was a public shell company which did not constitute a business and the purchase was done in contemplation of a reverse merger, the Company accounted for the payment as a distribution to Fona shareholders. The Company also entered into an Agreement and Plan of Merger (the “Merger”), which was consummated on October 19, 2015. As a result of the Merger, Evolutionary Genomics, Inc. became a wholly owned subsidiary of Fona. For accounting purposes, the merger was treated as a reverse acquisition with Evolutionary Genomics, Inc. as the acquirer and Fona as the acquired party. Subsequent to the Merger, Fona was renamed Evolutionary Genomics, Inc. and our subsidiary was renamed from Evolutionary Genomics, Inc. to EG Crop Science, Inc.

 

Note 2: Summary of Significant Accounting Policies

 

Principals of Consolidation: These consolidated financial statements include the accounts of Evolutionary Genomics, Inc. and its wholly owned subsidiary. All material intercompany transactions and balances have been eliminated.

 

Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

 

These consolidated financial statements have been prepared on the basis of going concern. Management’s plans to address the Company’s liquidity are discussed further in Note 13.

 

Cash: The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less when purchased to be cash.

 

Property and Equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided for by the straight-line method over three- to seven-year estimated useful lives of software, furniture and fixtures and equipment. Maintenance and repairs are expensed as incurred; major renewals and betterments that extend the useful lives of property and equipment are capitalized. When property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized.

 

Long-Lived Assets: The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. An impairment is considered to exist if the total estimated undiscounted cash flows are less than the carrying amount of the asset. An impairment loss is measured and recorded to the extent that the carrying amount of the asset exceeds its estimated fair value. No asset impairment was recorded during the years ended December 31, 2021 and 2020.

 

F-8 

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

 

Intangible Assets: Intangible assets include acquired research in progress and patents on the Company’s core technology for gene identification. Previously acquired patents were capitalized and are amortized over their expected useful life of 20 years using the straight-line method. Acquired research in progress was placed into service on August 19, 2020 in conjunction with the Development and Commercialization Agreement and is being amortized over four years consistent with the term of the Dole agreement using the straight-line method. Costs incurred to renew intangible assets and to file new patent applications are expensed in the period incurred, while costs incurred to extend the lives of patents are capitalized and amortized over the remaining useful life of the asset. Intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any intangible assets may be impaired, an evaluation of recoverability is performed. An impairment is considered to exist if the total estimated undiscounted cash flows are less than the carrying amount of the asset. No impairment was recorded during the years ended December 31, 2021 and 2020.

 

Revenue Recognition: Grant revenue consists of funding under cost reimbursement programs primarily from federal and non-profit foundation sources for qualified research and development activities performed by us. However, these amounts are subject to change upon review by federal and non-profit foundations prior to receipt of invoice amounts submitted. Such amounts are invoiced and recorded as revenue as grant-funded activities are performed.

 

Income Taxes: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Management regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established, increased or decreased, an income tax charge or benefit is included in the consolidated financial statements and net deferred tax assets are adjusted accordingly. As of December 31, 2021 and 2020, a full valuation allowance has been established on the net deferred tax asset.

 

Under the Income Tax topic of the ASC, in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon resolution of the benefit. The Company has no accruals for uncertain tax benefits.

 

Stock-Based Compensation: The Company accounts for stock option awards in accordance with ASC 718. The estimated grant-date fair value of stock-based awards is expensed over the requisite service period, which is typically equivalent to the vesting term of the award.

 

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services received follows the provisions of ASC Topic 718. Accordingly, the measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.

 

Research and Development: Research and development costs are expensed as incurred. In instances where we enter into agreements with third parties for research and development activities, we may prepay for services at the initiation of the contract. We record the prepayment as a prepaid asset and amortize the asset into research and development expense over the period of time the contracted research and development services are performed.

 

Net Loss Per Common Share: Basic net (loss) income per common share excludes any dilutive effects of equity instruments. We compute basic net (loss) income per common share using the weighted average number of common shares outstanding during the period. We compute diluted net (loss) income per common share using the weighted average number of common shares and common stock equivalents outstanding during the period. For the years ended December 31, 2021 and 2020, common stock equivalents including 679,923 shares of convertible preferred stock and options for 1,081,667 shares of common stock were excluded because their effect was anti-dilutive.

 

F-9 

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

 

Note 3: New Accounting Standards

 

Recently Issued Accounting Standards

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments,” which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within that reporting period and is not expected to have an impact on the Company’s consolidated financial statements.

 

Note 4: Property and Equipment

 

Property and equipment is comprised of the following:

 

          
   December 31,   December 31, 
   2021   2020 
Equipment  $432,499   $432,499 
Software   63,179    63,179 
Furniture and fixtures   7,987    7,987 
    503,665    503,665 
Accumulated depreciation   (484,967)   (452,902)
Property and equipment, net  $18,698   $50,763 

 

Depreciation expense for the years ended December 31, 2021 and 2020 was $32,065 and 38,119, respectively.

 

Note 5: Intangible Assets

 

Intangible assets are comprised of the following:

 

          
   December 31,   December 31, 
   2021   2020 
Acquired research in progress - definite lived  $4,016,596   $4,016,596 
Patents   52,045    52,045 
Accumulated amortization   (1,411,049)   (404,298)
Intangible assets, net  $2,657,592   $3,664,343 

 

The Company expects to recognize amortization expense related to its acquired research in progress and patents according to the following:

 

      
Year Ending   Amortization 
December 31, 2022   $1,006,751 
December 31, 2023    1,006,751 
December 31, 2024    638,105 
December 31, 2025    2,602 
December 31, 2026    2,602 
Thereafter    781 
    Total   $2,657,592 

 

F-10 

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

 

Amortization expense for the acquired research in progress and patents during the year ended December 31, 2021 and 2020 was $1,006,751 and $371,248, respectively.

 

In its merger completed on October 19, 2015, the Company acquired research in progress. The value of the acquired research in progress was based upon several factors including, evaluation of other intangible assets, the purchase price, estimated future cash flows, and the amounts expended on the research to date. The research in progress was the identification and validation of genes to provide pest and disease resistance to plants performed by EG I. With the banana development project contract in place, the Company placed this asset in service on August 19, 2020. Additional costs to complete the soybean research are expected to be approximately $33,000, which will be expensed as incurred. The timing and cost of additional research may vary from these estimates as the success of the research is subject to many factors outside of the Company’s control.

 

Note 6: Income Taxes

 

The Company’s income tax benefit consists of the following for the years ended December 31, 2021 and 2020:

 

          
   2021   2020 
Current income tax benefit:  $—   $— 
   U.S. Federal   —    — 
   U.S. States   —    — 
     Total current income tax benefit   —    — 
           
Deferred income tax benefit:          
   U.S. Federal   —    840,812 
   U.S. States   —    146,541 
     Total deferred income tax benefit   —    987,353 
     Total income tax benefit  $—   $987,353 

 

For the years ended December 31, 2021 and 2020, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate of 21.0% to the pre-tax loss before income taxes, and total income tax expense recognized in the financial statements is as follows

 

          
   2021   2020 
Income tax benefit at statutory U.S. federal rate  $586,728   $566,840 
Income tax benefit attributable to U.S. states   99,325    98,792 
Research and development credits   137,728    49,338 
Non-taxable forgiveness of PPP and EIDL loans   20,478    18,314 
Non-deductible expenses   (300)   (334)
Stock- based compensation   (53,952)   (54,182)
Other   (15,182)   (3,790)
Change in valuation allowance   (774,825)   312,373 
     Total income tax expense  $—   $987,351 

 

F-11 

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

 

As of December 31, 2021 and 2020, the components of deferred income tax assets and liabilities were as follows:

 

          
   2021   2020 
Deferred income tax assets:          
   Net operating loss carryforwards  $2,876,543   $2,585,042 
   Research and development credits   515,982    378,524 
   Long-term capital loss carryforward   94,728    — 
   Valuation allowance for deferred income tax assets   (2,835,108)   (2,060,283)
     Net deferred income tax assets   652,145    903,283 

 

Deferred income tax liabilities:          
   Intangible assets   (647,554)   (897,196)
   Property, equipment and other   (4,591)   (6,087)
     Total deferred income tax liabilities   (652,145)   (903,283)
Net deferred income tax assets  $—   $— 

 

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

 

The Company records a valuation allowance for certain temporary differences for which it is more likely than not that it will not receive future tax benefits. The Company assesses its past earnings history and trends and projections of future net income. The Company recorded a valuation allowance for the entire amount of the net deferred tax asset at December 31, 2021 and 2020. As of December 31, 2021, the Company had a total valuation allowance of approximately $2,835,000 for its deferred tax assets. The Company will continue to review this valuation allowance and make adjustments as appropriate.

 

As of December 31, 2021, the Company had net operating loss (“NOL”) carryforwards of approximately $11,715,000, consisting of $5,295,000 that have an indefinite carryover period and $6,420,000 that expire at various intervals through 2037. Use of NOL carryforwards is limited by the provisions of Section 382 of the Internal Revenue Code. At this point, the Company has not performed an analysis to determine whether an ownership change (as defined under Section 382) occurred during this year or preceding year(s). A determination of the potential impact these provisions might have on the utilization of net operating losses will be made when the net operating loss is projected to be utilized. As of December 31, 2021, the Company also has a capital loss carryforward of approximately $386,000 that expires in 2025, and a research and development credit carryforward of approximately $515,000 that will expire at various intervals through 2040.

 

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. At this time, the Company does not have any uncertain tax positions to assess.

 

Note 7: Notes Payable

 

Small Business Administration (“SBA”) Paycheck Protection Program: On April 17, 2020, the Company received $71,268 and on February 22, 2021 the Company received $76,395 in proceeds from the SBA Paycheck Protection Program, which was created under the Coronavirus Aid, Relief and Economic Security Act (CARES). Under the program, the Company received $71,268 forgiveness of the debt from the SBA based on the use of the proceeds over the 24-week period following funding of the loan in the year ended December 31, 2020 and $76,395 in the year ended December 31, 2021. The forgiveness was recorded as loan forgiveness in other income on the consolidated statement of operations.

 

F-12 

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

 

Although management considers it probable that the Company was initially eligible for the loan and subsequent forgiveness, the SBA has the ability to review the Company’s loan file for a period subsequent to the date the loan was forgiven and could request additional documentation to support the Company’s initial eligibility for the loan and request for loan forgiveness. In the event the SBA subsequently determines the Company did not meet the initial; eligibility requirements for the PPP loan or did not qualify for loan forgiveness, the SBA may pursue legal remedies at its discretion.

 

SBA Economic Injury Disaster Loan: On June 5, 2020, the Company received a $3,000 Economic Injury Disaster Loan (“EIDL”) advance and $150,000 in proceeds from the SBA’s EIDL Program. On July 20, 2021, the Company received an additional $7,000 SBA EIDL Advance which has been forgiven and, on July 14, 2021, the Company received a $50,000 increase in the SBA EIDL Loan. Installment payments, including interest at the rate of 3.75% per annum, of $1,022 monthly over thirty years from the date of the original promissory note will begin on June 5, 2022. The Company granted to the SBA a continuing security interest in all tangible and intangible personal property. The Company may not make any distribution of assets of the Company to any shareholder without the written consent of the SBA. As of December 31, 2021, the Company recognized $9,760 of accrued interest on the note.

 

Dole Food Company:

 

On August 19, 2020, the Company entered into a Development and Commercialization Agreement (“DCA”) with Dole Food Company (“Dole”) for the development of our banana genes. The DCA provides for payments from Dole to the Company of $800,000 upon execution, $800,000 by the twelve-month anniversary, $250,000 by the thirty-six month anniversary and $250,000 by the forty-eight month anniversary. Dole also reimburses the Company for costs incurred at the University of Wisconsin-Madison (“UW”) not to exceed $2,200,000 in coordination with the Standard Research Agreement that the Company entered into with UW on September 18, 2020. The agreement with UW includes payments from the Company to UW in the amount of $2,159,719 over the two-year expected term of the project. If the UW research is successful, Dole expects to incur costs of approximately $750,000 to perform field trials.

 

The DCA also specifies that the Company will execute notes payable to Dole for the funding that Dole is providing up to $5,050,000. Upon receipt of $800,000 on August 26, 2020, $800,000 on July 28, 2021, $1,295,831 on December 29, 2020 and $647,916 on September 29, 2021, the Company executed the notes under this DCA and recorded them as long-term notes payable for financial statement purposes. The notes are non-interest bearing and allow Dole to offset fifty percent of future royalty payments to the Company by reducing the amount of principal due on these notes. Other than this offset of future royalty payments, repayment of principal and interest is only required in the case of termination of the DCA by Dole for cause.

 

Note 8: Stockholders’ Equity

 

The Amended and Restated Certificate of Incorporation of the Company dated October 19, 2015 authorized the issuance of 800,000,000 shares of all classes of stock including 780,000,000 shares of Common Stock having a par value of $0.001 per share and 20,000,000 shares of Preferred Stock having a par value of $0.001 per share, 600,000 of which were designated as Series A-1 Convertible Preferred Stock (“Series A-1”) and 200,000 of which were designated as Series A-2 Convertible Preferred Stock (“Series A-2”). The Board of Directors, without a vote of the shareholders, is authorized to issue additional shares of Preferred Stock in series and to establish the characteristics thereof.

 

Subsequent to the year ended December 31, 2021, the Company issued an additional 76,953 shares of Series A-2 stock at $5.25 per share and received proceeds of $404,003. The Company has 20,187 shares of Series A-2 stock remaining available for issuance.

 

Liquidation: Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Series A-1 and Series A-2 shall be entitled to receive out of the assets of the Company for each share of Series A-1 and Series A-2 an amount equal to its stated value, $5.25 per share as of December 31, 2021 and 2020, plus any accrued but unpaid dividends before any distribution or payment shall be made to the holders of any other class or series of stock of the Company that ranks junior to the Series A-1 and Series A-2. The holders shall be entitled to convert their shares of Series A-1 and Series A-2 into Common Stock at any time prior to the consummation of a Liquidation. This is considered a contingent redemption feature.

 

F-13 

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

 

Conversion: The holders of Series A-1 and Series A-2 may convert their shares into shares of Common Stock, at the option of the holder, on a one-share-for-one-share basis and shall be subject to certain adjustments at any time.

 

Optional Redemption; Sinking Fund Account: The Company may elect to redeem some or all of the then outstanding shares of Series A-1, (i) for cash in an amount equal to the liquidation preference per share, $5.25 per share as of December 31, 2021, subject to adjustment and (ii) by issuing one share, subject to adjustment, of Common Stock for each share of Series A-1 and Series A-2 outstanding being redeemed. 50% of all licensing fees received by the Company will be deposited into a separate sinking fund for use in an optional redemption. As of December 31, 2021, no licensing revenue has been received under these provisions and no sinking fund account has been established.

 

Dividends: The Company shall pay to the holders of the Series A-1 and Series A-2 dividends at the rate of 8% per annum and the Company has accrued these dividends since issuance of the Series A-1 and Series A-2. The dividend amount shall accrue and shall be payable in shares of Common Stock upon the conversion of the Series A-1 and Series A-2, or upon the redemption of the Series A-1 and Series A-2. No dividends shall be paid on any Common Stock of the Company or any capital stock of the Company that ranks junior to the Series A-1 and Series A-2 until dividends of Series A-1 and Series A-2 been paid. As of December 31, 2021, there were $1,522,970 in accrued stock dividends.

 

Voting: The holders of the Series A-1 and Series A-2 are entitled to vote on all matters submitted to the stockholders for a vote on an as-if-converted to Common Stock basis, with all stockholders voting as a single class.

 

Note 9: Stock-Based Compensation

 

The Company grants stock-based instruments under the 2015 Stock Incentive Plan (“Plan”) for which 1,400,000 shares of the Company’s Common Stock has been reserved. The Plan allows for the issuance of incentive stock options and non-qualified stock options with a maximum contractual term of 10 years. Shares and options that are cancelled are available for reissuance under the Plan. For years ended December 31, 2021 and 2020, the Company recorded compensation costs for stock options of $219,718 and $219,718, respectively. Stock options are generally issued with an exercise price at or above the estimated per-share value of the Company’s Common Stock. The Company granted no options during the years ended December 31, 2021 and 2020.

 

Management has valued the options at their date of grant utilizing the Black-Scholes option pricing model. As of the issuance of the outstanding options, there was not a public market for the Company’s shares. Accordingly, the Company utilized the value obtained in equity transactions with unrelated parties to estimate the fair value of the Company’s Common Stock on the date of grant. Volatility of the underlying common shares was determined based on the historical volatility for similar companies that are actively traded in the public markets for a term consistent with the expected life of the options. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options on the date of the grant. Due to the lack of sufficient historical activity, the expected life of the options was estimated using the formula set forth in Securities and Exchange Commission SAB 107.

 

The following table summarizes the status of the Company’s aggregate stock options granted:

 

                     
    Number of Options   Weighted Average Exercise Price   Weighted Average Remaining Term(Years)   Total Intrinsic Value 
                  
Balance, January 1, 2020    1,081,667   $1.74    7.67      
Granted    —    —    —      
Exercised    —    —    —      
Cancelled    —    —    —      
                      
Balance, December 31, 2020    1,081,667   $1.74    6.67      
                      
Balance, January 1, 2021    1,081,667   $1.74    6.67      
Granted    —    —    —      
Exercised    —    —    —      
Cancelled    —    —    —      
                      
Balance, December 31, 2021    1,081,667   $1.74    5.67   $— 
                      
Exercisable at December 31, 2021    868,332   $1.79    5.14   $28,000 

 

F-14 

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

 

During the years ended December 31, 2021 and 2020, options for 180,000 and 179,999 shares vested, respectively. As of December 31, 2021, there was $185,731 unrecognized compensation cost related to share-based compensation arrangements that will be recognized through the year ending December 31, 2022.

 

Note 10: Commitments and Contingencies

 

Officer Indemnification: Under the Company’s organizational documents, the Company’s officers, employees, and directors are indemnified against certain liabilities arising out of the performance of their duties. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects any risk of loss to be remote. The Company also has an insurance policy for its directors and officers to insure them against liabilities arising from their performance in their positions with the Company.

 

Lease Commitments: The Company leases its operating facility and pays its rent in monthly installments. The lease was renewed in June 2016 for a period of twelve months and monthly rentals for the period of July 1, 2016 through December 31, 2021 are $2,378 per month which continues on a month-to-month basis. There is no minimum lease commitment as of December 31, 2021. Renewals after June 30, 2017 are by mutual agreement. The Company’s rent expense for the years ended December 31, 2021 and 2020 was $28,535.

 

Royalty: Effective March 1, 2012, the Company entered into an Agreement for Contract Services with SmithBucklin Corporation (the “Contractor”) on behalf of the United Soybean Board. The contract includes the payment of certain royalties, as defined in the Agreement.

 

The Company is obligated to pay royalties to the United Soybean Board of 10% of the sale of products derived from the soybean genes that were the subject of the research performed by the Contractor or from royalties received by the Company from the sale of products by a third party not to exceed 150% of the total amount paid to the Contractor under this Agreement. The Company has recognized to date grant revenue from the contract of $262,400 as of December 31, 2020, thus limiting any future royalties as of December 31, 2021 to a total of $393,600. The Company has not accrued or paid any royalties under the terms of the Agreement as of and during the years ended December 31, 2021 and 2020 because it has not received any revenue from the sale of products to date.

 

Other Commitments: On September 18, 2020, the Company entered into a Standard Research Agreement with WCIC for the development of our banana genes. The agreement includes payments from the Company in the amount of $2,159,719 over the two-year expected term of the project. These costs will be reimbursed, in the form of notes payable by Dole in accordance with our DCA.

 

Note 11: Related Parties and Transactions

 

Steve B. Warnecke: Mr. Warnecke is the Company’s Chief Executive Officer and Chairman of the Board and owns, directly or indirectly, 1,827,088 shares or 28.3% of the Common Stock outstanding as of December 31, 2021.

 

Note 12: Concentrations

 

Considerations of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company maintains its cash balances at high-credit, quality financial institutions. The balances, at times, may exceed federally insured limits. The Company routinely monitors the credit quality of its customers.

 

F-15 

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

 

Note 13: Liquidity

 

As of December 31, 2021, the Company had $214,009 in operating cash and during 2021 used $1,583,139 of cash in operations. Subsequent to the year ended December 31, 2021, the Company issued an additional 76,953 shares of Series A-2 stock at $5.25 per share and received proceeds of $404,003. The Company’s current projections for 2022 requires cash of $578,143. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

To address these factors and in addition to the $404,000 of proceeds received subsequent to the year ended December 31, 2021 and funding from our agreement with Dole, management expects to receive additional funds from option exercises and will reduce operating expenses with employee salary deferrals to provide the necessary liquidity to meet our obligations as they come due over the next year. We expect that the funding from these sources will be sufficient to cover our obligations for the next twelve months. Additional shareholder funding could result in dilution to existing shareholders. If the funding does not arrive, the Company may not be able to meet its obligations as they become due.

 

 

 

F-16

 

 

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