SEC Info - Evolutionary Genomics, Inc.

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

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. i Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i 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.

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 checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ i No ☒

As of August 8, 2022, the Registrant had i 6,655,232 shares of common stock, $.001 par value, 577,063 shares of Series A-1 preferred stock, $.001 par value and 189,337 shares of Series A-2 preferred stock, $.001 par value outstanding. The Registrant’s common stock trades on the OTC Markets under the trading symbol “FNAM”.

The accompanying financial statements have been prepared by Evolutionary Genomics, Inc., without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2022 and for the three and six month periods ended June 30, 2022 and 2021 have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed and consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2021 audited financial statements. The results of operations for these interim periods are not necessarily indicative of the results for the entire year.

The accompanying notes are an integral part of the consolidated financial statements.

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.

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.

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.

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.

Evolutionary Genomics’ primary source of revenue through June 30, 2020 had been contract services revenue and notes payable funding 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.

Licensing revenue can be lump sum payments, milestone payments upon achievement of defined goals and/or percentages of revenue 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 seed industry.

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 three years of development work funded by Dole and the framework for a long-term licensing relationship. While Dole is supplying significant funding for the three-year 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.

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 has 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 will 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.

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 know 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. This crisis is imminent and has no solution. 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.

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.

We have successfully introduced FusR1 into cultivated bananas using a gene transformation approach, particularly the Fusarium-sensitive Cavendish cultivar, and are now testing those banana plants for their level of resistant to Fusarium Wilt. Initial tests indicate some resistance has been achieved but many more events must be tested to reach conclusions. We believe that, given the threat of possible extinction for Cavendish, rapid approaches are not only warranted but essential and minimally genetically edited bananas will be accepted depending upon how the gene transfer is accomplished. Transfer of this native banana gene to cultivated bananas can also be accomplished with CRISPR technology, which allows a targeted, gene transfer and which, as compared to more traditional genetic editing techniques, 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 some 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 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. From the effective date of the agreement, the Company has received $1,600,000 of working capital funding and $1,943,747 of reimbursement of development costs pursuant to this agreement. Per the Agreement, 50% of future royalties may be offset with the research funding provided by Dole. 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 and the six months ended June 30, 2022, the University of Wisconsin was able to successfully transform banana plants using our FusR1 gene and we currently have banana plants from multiple gene constructs growing in greenhouses and undergoing resistance testing. During 2022, in accordance with our DCA with Dole, we are engaged in testing on these plants to determine if our FusR1 gene successfully conferred resistance to Fusarium and Panama Disease and initial testing indicates some resistance. 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 necessitating a solution 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:

While Panama Disease 1) is potentially existential to the banana industry, 2) has no known treatment and 3) 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 either grants or potential customers or additional capital from investors, none of which can be assured.

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. On December 5, 2017 and March 3, 2020, the United States Patent and Trademark Office issued additional patents which extended the previous patent to include additional variations of the gene. We have filed additional patents in multiple countries that are at various stages of processing. On January 18, 2022, 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 the Wisconsin Crop Innovation Center (“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 seedlings 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.

Evolutionary Genomics has no registered trademarks. The Company had two full time employees and one part-time employee as of June 30, 2022 and leases its operating facility on a month-to-month basis after September 30, 2017. Evolutionary Genomics is not currently involved in or aware of any threatened or actual legal proceedings.

Operating expenses decreased $11,181, or 1.0% to $1,056,376 for the six months ended June 30, 2022 from $1,067,557 for the six months ended June 30, 2021. Changes in these items are described below.

Operating expenses decreased $22,275, or 4.0% to $531,432 for the three months ended June 30, 2022 from $553,707 for the three months ended June 30, 2021. Changes in these items are described below

Research and development decreased $27,747, or 11.9%, to $205,267 for the six months ended June 30, 2022 from $233,014 for the six months ended June 30, 2021. The decrease was primarily due to lower costs on our soybean project partially offset by increased patent costs.

Research and development decreased $30,021, or 22.0%, to $106,178 for the three months ended June 30, 2022 from $136,199 for the three months ended June 30, 2021. The decrease was primarily due to lower soybean project costs.

Salaries and benefits increased $24,786, or 13.4%, to $209,645 for the six months ended June 30, 2022 from $184,859 for the six months ended June 30, 2021. The increase was primarily due to increased stock compensation costs.

Salaries and benefits increased $23,257, or 25.2%, to $115,686 for the three months ended June 30, 2022 from $92,429 for the three months ended June 30, 2021. The increase was primarily due to increased stock compensation costs.

General and administrative expenses decreased $8,220, or 1.3%, to $641,464 for the six months ended June 30, 2022 from $649,684 for the six months ended June 30, 2021. The decrease was primarily due to lower insurance costs.

General and administrative expenses decreased $15,511, or 4.8%, to $309,568 for the three months ended June 30, 2022 from $325,079 for the three months ended June 30, 2021. The decrease was primarily due to decreased professional fees and insurance costs.

Total other income increased $324, or 284.2%, to $438 for the six months ended June 30, 2022 from $114 for the six months ended June 30, 2021. The increase was primarily due to increased interest income.

Total other income increased $353, or 5,883.3%, to $359 for the three months ended June 30, 2022 from $6 for the three months ended June 30, 2021. The increase was primarily due to increased interest income.

Net loss decreased $11,505, or 1.1%, to $1,055,938 for the six months ended June 30, 2022 from $1,067,443 for the six months ended June 30, 2021. The decrease was primarily due to lower soybean project costs and lower insurance costs partially offset by increased patent expense and stock compensation costs.

Net loss decreased $22,628, or 4.1%, to $531,073 for the three months ended June 30, 2022 from $553,701 for the three months ended June 30, 2021. The decrease was primarily due to lower soybean project costs, professional fees and insurance costs partially offset by increased stock compensation costs.

The Company’s working capital increased $593,457 to $830,392 as of June 30, 2022 from $236,935 as of December 31, 2021 primarily due to proceeds received from stock issuances, which was partially offset by the operating loss.

As of June 30, 2022, the Company had $897,779 in operating cash and expects that our operating expenses for the next twelve months will be $840,000. Management believes the Company’s existing cash balances along with contractually obligated future funding from our current agreement with Dole are sufficient to provide the necessary liquidity to meet our obligations as they come due over the next year.

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.

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 June 30, 2022 are $2,378 per month which continues on a month-to-month basis. There is no minimum lease commitment as of June 30, 2022. Renewals after June 30, 2017 are by mutual agreement. The Company’s rent expense for the six months ended June 30, 2022 and 2021 was $11,890 and $14,267, respectively.

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 June 30, 2022, thus limiting any future royalties as of June 30, 2022 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 six months ended June 30, 2022 because it has not received any revenue from the sale of products to date.

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.

On April 18, 2022, the Company entered into a Standard Research Agreement with UW for the testing of banana plants for resistance to TR4 Panama Disease. The agreement includes payments from the Company in the amount of $143,124 over the twelve-month expected term of the project. In the six months ended June 30, 2022, the Company paid $85,874 under this contract and was fully reimbursed by Dole.

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 June 30, 2022. 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 June 30, 2022, our internal control over financial reporting was not effective due to the material weaknesses in the system of internal control described below.

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.

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.

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 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.

The impact of the COVID-19 outbreak may also exacerbate other risks discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K, any of which could have a material effect on us.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.

i Nevada	i 000-54129	i 26-4369698
(State of other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

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

	Page Number

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	1

Condensed and Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	2

Condensed and Consolidated Statements of Operations, Three and Six Months ended June 30, 2022 and 2021 (unaudited)	3

Condensed and Consolidated Statements of Stockholders’ Deficit for the Quarterly Periods Ended June 30, 2022 and 2021 (unaudited)	4

Condensed and Consolidated Statements of Cash Flows, Six Months ended June 30, 2022 and 2021 (unaudited)	5

Notes to Condensed and Consolidated Financial Statements	6

Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations	13

Item 3. Quantitative and Qualitative Disclosures about Market Risk	19

Item 4. Controls and Procedures	19

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	20

Item 1A. Risk Factors	20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3. Defaults Upon Senior Securities	20

Item 4. Mine Safety Disclosures.	20

Item 5. Other Information	20

Item 6. Exhibits	20


	June 30,			December 31,
	2022			2021
	(unaudited)
ASSETS

Current assets
Cash	$	i 897,779		$	i 214,009
Prepaid expenses		i 26,457			i 41,792
Total current assets		i 924,236			i 255,801

Non-current assets
Property and equipment, net		i 11,327			i 18,698
Intangible assets, net		i 2,154,217			i 2,657,592
Total non-current assets		i 2,165,544			i 2,676,290
Total assets	$	i 3,089,780		$	i 2,932,091

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued expenses	$	i 93,844		$	i 18,866
Total current liabilities		i 93,844			i 18,866

Long-term liabilities
Notes payable		i 3,743,747			i 3,743,747
Total liabilities		i 3,837,591			i 3,762,613

Commitments and contingencies		—

Preferred Stock subject to possible redemption, $ i i 0.001 / par value, i i 20,000,000 / authorized at June 30, 2022 and December 31, 2021
Series A-1 Convertible Preferred Stock, $ i i 0.001 / par value; i i 600,000 / shares authorized, i i i i 577,063 / / / shares issued and outstanding at June 30, 2022 and December 31, 2021; liquidation preference at June 30, 2022 of $ i 4,557,483		i 3,029,579			i 3,029,579
Series A-2 Convertible Preferred Stock, $ i i 0.001 / par value; i i 200,000 / shares authorized, i i 189,337 / and i i 102,860 / shares issued and outstanding at June 30, 2022 and December 31, 2021 respectively; liquidation preference at June 30, 2022 of $ i 1,138,937		i 994,019			i 540,015
Total preferred stock subject to possible redemption		i 4,023,598			i 3,569,594

Stockholders' deficit
Preferred Stock - accrued dividends		i 1,672,822			i 1,521,796
Common Stock, $ i i 0.001 / par value; i i 780,000,000 / shares authorized, i i 6,655,232 / and i i 5,881,898 / shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		i 6,655			i 5,882
Additional paid-in capital		i 12,482,548			i 11,949,702
Accumulated deficit		( i 18,933,434	)		( i 17,877,496	)
Total stockholders' deficit		( i 4,771,409	)		( i 4,400,116	)
Total liabilities and stockholders' deficit	$	i 3,089,780		$	i 2,932,091

Evolutionary Genomics, Inc. – ‘10-Q’ for 6/30/22

On: Monday, 8/8/22, at 12:06pm ET · For: 6/30/22 · Accession #: 1553350-22-646 · File #: 0-54129

Previous ‘10-Q’: ‘10-Q’ on 5/16/22 for 3/31/22 · Next & Latest: ‘10-Q’ on 10/21/22 for 9/30/22

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021

Revenue	$	—		$	—		$	—		$	—

Operating expenses
Research and development		i 106,178			i 136,199			i 205,267			i 233,014
Salaries and benefits		i 115,686			i 92,429			i 209,645			i 184,859
General and administrative		i 309,568			i 325,079			i 641,464			i 649,684
Total operating expenses		i 531,432			i 553,707			i 1,056,376			i 1,067,557

Operating loss		( i 531,432	)		( i 553,707	)		( i 1,056,376	)		( i 1,067,557	)

Other income:
Investment income		i 359			i 6			i 438			i 114
Total other income		i 359			i 6			i 438			i 114
Loss before income taxes		( i 531,073	)		( i 553,701	)		( i 1,055,938	)		( i 1,067,443	)
Income taxes		—			—			—			—
Net loss		( i 531,073	)		( i 553,701	)		( i 1,055,938	)		( i 1,067,443	)
Preferred stock dividends		( i 80,251	)		( i 71,392	)		( i 151,026	)		( i 142,784	)
Net loss attributable to common stockholders	$	( i 611,324	)	$	( i 625,093	)	$	( i 1,206,964	)	$	( i 1,210,227	)

Net loss per common share, basic	$	( i 0.09	)	$	( i 0.11	)	$	( i 0.19	)	$	( i 0.21	)
Net loss per common share, diluted	$	( i 0.09	)	$	( i 0.11	)	$	( i 0.19	)	$	( i 0.21	)

Weighted average common shares outstanding, basic		i 6,631,935			i 5,881,898			i 6,258,988			i 5,881,898
Weighted average common shares outstanding, diluted		i 6,631,935			i 5,881,898			i 6,258,988			i 5,881,898


	2022			2021
Cash flows from operating activities:
Net loss	$	( i 1,055,938	)	$	( i 1,067,443	)
Adjustments to reconcile net loss to net cash flows from operating activities
Depreciation and amortization		i 510,746			i 519,408
Stock-based compensation		i 134,645			i 109,859
Changes in operating assets and liabilities:
Prepaid expenses		i 15,335			i 20,464
Accounts payable and accrued expenses		i 74,978			i 126,069
Cash flows from operating activities		( i 320,234	)		( i 291,643	)

Cash flows from investing activities:
Cash flows from investing activities		—			—

Cash flows from financing activities:
Proceeds from issuance of Common Stock		i 550,000			—
Proceeds from issuance of Preferred Stock		i 454,004			—
Proceeds from issuance of notes payable		—			i 76,395
Cash flows from financing activities		i 1,004,004			i 76,395

Net change in cash		i 683,770			( i 215,248	)

Cash, beginning of period		i 214,009			i 215,836

Cash, end of period	$	i 897,779		$	i 588

Supplemental cash flow information
Preferred stock dividend accrual	$	i 151,026		$	i 142,784

Schedule of Property and Equipment
	June 30,			December 31,
	2022			2021
Equipment	$	i 432,499		$	i 432,499
Software		i 63,179			i 63,179
Furniture and fixtures		i 7,987			i 7,987
		i 503,665			i 503,665
Accumulated depreciation		( i 492,338	)		( i 484,967	)
Property and equipment, net	$	i 11,327		$	i 18,698

Schedule of Intangible Assets
	June 30,			December 31,
	2022			2021
Acquired research in progress - definite lived	$	i 4,016,596		$	i 4,016,596
Patents		i 52,045			i 52,045
Accumulated amortization		( i 1,914,424	)		( i 1,411,049	)
Intangible assets, net	$	i 2,154,217		$	i 2,657,592

Schedule of Intangible Assets Amortization
Year Ending	Amortization
December 31, 2022	$	i 503,376
December 31, 2023		i 1,006,751
December 31, 2024		i 638,105
December 31, 2025		i 2,602
December 31, 2026		i 2,602
Thereafter		i 781
Total	$	i 2,154,217

Schedule Weighted Average Assumptions
Volatility	i 154%
Expected Term	i 5.5 years
Dividend Rate	i 0%
Risk Free Rate	i 2.56%

	Three Months Ended June 30,										Six Months Ended June 30,
	2022					2021					2022					2021
	Amount			Percent of Revenue		Amount			Percent of Revenue		Amount			Percent of Revenue		Amount			Percent of Revenue
Revenue	$	—			N/A	$	—			N/A	$	—			N/A	$	—			N/A
Research and development		106,178			N/A		136,199			N/A		205,267			N/A		233,014			N/A
Salaries and benefits		115,686			N/A		92,429			N/A		209,645			N/A		184,859			N/A
General and administrative		309,568			N/A		325,079			N/A		641,464			N/A		649,684			N/A
Total operating expenses		531,432			N/A		553,707			N/A		1,056,376			N/A		1,067,557			N/A
Operating loss		(531,432	)		N/A		(553,707	)		N/A		(1,056,376	)		N/A		(1,067,557	)		N/A
Other income		359			N/A		6			N/A		438			N/A		114			N/A
Income taxes		—			N/A		—			N/A		—			N/A		—			N/A
Net loss	$	(531,073	)		N/A	$	(553,701	)		N/A	$	(1,055,938	)		N/A	$	(1,067,443	)		N/A
Preferred stock dividend		(80,251	)		N/A		(71,392	)		N/A		(151,026	)		N/A		(142,784	)		N/A
Net loss attributable to common stockholders	$	(611,324	)		N/A	$	(625,093	)		N/A	$	(1,206,964	)		N/A	$	(1,210,227	)		N/A

31.1		Rule 13a-14(a)/15d-14(a) Certification
31.2		Rule 13a-14(a)/15d-14(a) Certification
32.1		Section 1350 Certification
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)

	EVOLUTIONARY GENOMICS, INC.


BY:	/s/ *Steve B Warnecke*
	Steve B Warnecke
	Chief Executive Officer and Chief Financial Officer

	August 8, 2022

This ‘10-Q’ Filing	Date	Other Filings

	12/31/26
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Filed on:	8/8/22
For Period end:	6/30/22
	4/18/22
	3/31/22	10-Q, 4, 8-K
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