UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2021~~2022

☐

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 of other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4220 Morning Star Drive, Castle Rock, CO 80108

(Address of Principal Executive Office)

Registrants 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
N/A	N/A	N/A

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

As of ~~September~~March 3031, ~~2021~~2022, the Registrant had 56,~~881~~615,~~898~~231 shares of common stock, $.001 par value, 577,063 shares of Series A-1 preferred stock, $.001 par value and ~~102~~189,~~860~~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”.

EVOLUTIONARY GENOMICS, INC.

INDEX

	Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	1
Condensed and Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	2
Condensed and Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	2
Condensed and Consolidated Statements of Operations, Three and Nine Months ended September 30, 2021 and 2020 (unaudited)	3
Condensed and Consolidated Statements of Operations, Three Months ended March 31, 2022 and 2021 (unaudited)	3
Condensed and Consolidated Statements of Stockholders’ Deficit for the Quarterly Periods Ended September 30, 2021 and 2020 (unaudited)	4
Condensed and Consolidated Statements of Stockholders’ Deficit for the Quarterly Periods Ended March 31, 2022 and 2021 (unaudited)	4
Condensed and Consolidated Statements of Cash Flows, Nine Months ended September 30, 2021 and 2020 (unaudited)	5
Condensed and Consolidated Statements of Cash Flows, Three Months ended March 31, 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	14
Item 3. Quantitative and Qualitative Disclosures about Market Risk	19
Item 4. Controls and Procedures	19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	21
Item 4. Mine Safety Disclosures.	21
Item 5. Other Information	21
Item 6. Exhibits	21

PART I. FINANCIAL STATEMENTS

ITEM 1.

FINANCIAL STATEMENTS

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 ~~September~~March 3031, ~~2021~~2022 and for the three ~~and nine~~ month ~~periods~~period ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~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, ~~2020~~2021 audited financial statements. The results of operations for these interim periods are not necessarily indicative of the results for the entire year.

Evolutionary Genomics, Inc. and Subsidiary

Condensed and Consolidated Balance Sheets

	September 30,			December 31,
	March 31,			December 31,
	2021			2020
	2022			2021
	(unaudited)
ASSETS
Current assets
Cash	$	~~605~~1,~~508~~042,290		$	~~215~~214,~~836~~009
Prepaid expenses		2441,~~293~~762			6141,~~757~~792
Total current assets		~~629~~1,~~801~~084,052			~~277~~255,~~593~~801
Non-current assets
Property and equipment, net		2615,~~714~~013			5018,~~763~~698
Intangible assets, net		2,~~909~~405,~~280~~905			32,~~664~~657,~~343~~592
Total non-current assets		2,~~935~~420,~~994~~918			32,~~715~~676,~~106~~290
Total assets	$	3,~~565~~504,~~795~~970		$	32,~~992~~932,~~699~~091
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	3956,~~655~~147		$	318,~~164~~866
Total current liabilities		3956,~~655~~147			318,~~164~~866
Long-term liabilities
Notes payable		3,743,747			23,~~245~~743,~~831~~747
Total liabilities		3,~~783~~762,~~402~~754			23,~~248~~762,~~995~~613
Commitments and contingencies		—			—
Preferred Stock subject to possible redemption, $0.001 par value, 20,000,000 authorized at September 30, 2021 and December 31, 2020
Preferred Stock subject to possible redemption, $0.001 par value, 20,000,000 authorized at March 31, 2022 and December 31, 2021
Series A-1 Convertible Preferred Stock, $0.001 par value; 600,000 shares authorized, 577,063 shares issued and outstanding at September 30, 2021 and December 31, 2020; liquidation preference at September 30, 2021 of $4,377,597		3,029,579			3,029,579
Series A-1 Convertible Preferred Stock, $0.001 par value; 600,000 shares authorized, 577,063 shares issued and outstanding at March 31, 2022 and December 31, 2021; liquidation preference at March 31, 2022 of $4,497,057		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 September 30, 2021 and December 31, 2020; liquidation preference at September 30, 2021 of $642,988		540,015			540,015
Series A-2 Convertible Preferred Stock, $0.001 par value; 200,000 shares authorized, 189,337 and 102,860 shares issued and outstanding at March 31, 2022 and December 31, 2021 respectively; liquidation preference at March 31, 2022 of $1,119,112		994,019			540,015
Total preferred stock subject to possible redemption		34,~~569~~023,~~594~~598			3,569,594
Stockholders' deficit
Preferred Stock		1,~~450~~592,~~404~~571			1,~~236~~521,~~228~~796
Common Stock, $0.001 par value; 780,000,000 shares authorized, 5,881,898 shares issued and outstanding at September 30, 2021 and December 31, 2020		5,882			5,882
Common Stock, $0.001 par value; 780,000,000 shares authorized, 6,615,231 and 5,881,898 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		6,615			5,882
Additional paid-in capital		1112,~~966~~484,~~165~~653			1211,~~015~~949,~~552~~702
Accumulated deficit		(1718,~~209~~402,~~652~~361	)		(1517,~~083~~877,~~552~~496	)
Total stockholders' deficit		(34,~~787~~318,~~201~~522	)		(14,~~825~~400,~~890~~116	)
Total liabilities and stockholders' deficit	$	3,~~565~~504,~~795~~970		$	32,~~992~~932,~~699~~091

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

Evolutionary Genomics, Inc. and Subsidiary

Condensed and Consolidated Statements of Operations

For the Three Months ended March 31, 2022 and 2021,

(unaudited)

	Three Months Ended						Nine Months Ended
	2022			2021
	September 30,						September 30,
Revenue	$	—		$	—
	2021			2020			2021			2020
Operating expenses
Grant revenue	$	—		$	—		$	—		$	12,500
Research and development		99,089			96,815
Operating expenses
Salaries and benefits		93,959			92,430
Research and development		744,542			138,132			977,556			398,880
General and administrative		331,896			324,605
Salaries and benefits		92,430			217,430			277,289			403,089
Total operating expenses		524,944			513,850
General and administrative		305,335			118,947			955,019			225,454
Operating loss		(524,944	)		(513,850	)
Total operating expenses		1,142,307			474,509			2,209,864			1,027,423
Other income:
Operating loss		(1,142,307	)		(474,509	)		(2,209,864	)		(1,014,923	)
Investment income		79			108
Other income
Total other income		79			108
Investment income		255			177			369			178
Loss before income taxes		(524,865	)		(513,742	)
Loan forgiveness		83,395			—			83,395			—
Income taxes		—			—
Unrealized gain on investments		—			22,864			—			26,663
Net loss		(524,865	)		(513,742	)
Total other income		83,650			23,041			83,764			26,841
Preferred stock dividend		(70,775	)		(71,392	)
Loss before income taxes		(1,058,657	)		(451,468	)		(2,126,100	)		(988,082	)
Net loss attributable to common stockholders	$	(595,640	)	$	(585,134	)
Income taxes		—			987,353			—			987,353
Net loss per common share
Net (loss) income		(1,058,657	)		535,885			(2,126,100	)		(729	)
Basic	$	(0.10	)	$	(0.10	)
Preferred stock dividend		(71,392	)		(71,392	)		(214,176	)		(214,175	)
Diluted	$	(0.10	)	$	(0.10	)
Net (loss) income attributable to common stockholders	$	(1,130,049	)	$	464,493		$	(2,340,276	)	$	(214,904	)
Weighted average common shares outstanding
Net (loss) income per common share, basic and diluted	$	(0.19	)	$	0.08		$	(0.40	)	$	(0.04	)
Basic		5,890,046			5,881,898
Weighted average common shares outstanding, basic and diluted		5,881,898			6,068,565			5,881,898			5,881,898
Diluted		5,890,046			5,881,898

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

Evolutionary Genomics, Inc. and Subsidiary

Condensed and Consolidated Statement of Stockholders' Deficit

	Nine Months Ended September 30, 2021
	Three Months Ended March 31, 2022
	Common Stock				Preferred		Additional			Accumulated			Stockholders'
	Shares		Amount		Dividend		Paid-In Capital			Deficit			Deficit
Balance, December 31, 2020		5,881,898	$	5,882	$	1,236,228	$	12,015,552		$	(15,083,552	)	$	(1,825,890	)
Balance, December 31, 2021		5,881,898	$	5,882	$	1,521,796	$	11,949,702		$	(17,877,496	)	$	(4,400,116	)
Stock compensation		—		—		—		54,930			—			54,930
Common Stock issuance		733,333		733		—		549,267			—			550,000
Preferred stock dividends		—		—		71,392		(71,392	)		—			—
Stock compensation		—		—		—		56,459			—			56,459
Net loss		—		—		—		—			(513,742	)		(513,742	)
Preferred stock dividends		—		—		70,775		(70,775	)		—			—
Balance, March 31, 2021		5,881,898	$	5,882	$	1,307,620	$	11,999,090		$	(15,597,294	)	$	(2,284,702	)
Net loss		—		—		—		—			(524,865	)		(524,865	)
Stock compensation		—		—		—		54,929			—			54,929
Balance, March 31, 2022		6,615,231	$	6,615	$	1,592,571	$	12,484,653		$	(18,402,361	)	$	(4,318,522	)
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	)

	Nine Months Ended September 30, 2020
	Three Months Ended March 31, 2021
	Common Stock				Preferred		Additional			Accumulated			Stockholders'
	Shares		Amount		Dividend		Paid-In Capital			Deficit			Deficit
Balance, December 31, 2019		5,881,898	$	5,882	$	950,661	$	12,081,401		$	(13,371,669	)	$	(333,725	)
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		—		—		71,391		(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~~513,~~798~~742	)		(~~294~~513,~~798~~742	)
Balance, June 30, 2020		5,881,898	$	5,882	$	1,093,444	$	12,048,477		$	(13,908,283	)	$	(760,480	)
Balance, March 31, 2021		5,881,898	$	5,882	$	1,307,620	$	11,999,090		$	(15,597,294	)	$	(2,284,702	)
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	)

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

Evolutionary Genomics, Inc. and Subsidiary

Condensed and Consolidated Statements of Cash Flows

For the Three Months ended March 31, 2022 and 2021

(unaudited)

	For the Nine Months Ended
	2022			2021
	September 30,
	2021			2020
Cash flows from operating activities:
Net loss	$	(2524,~~126,100~~865	)	$	(~~729~~513,742	)
Adjustments to reconcile net loss to net cash flows from operating activities
Depreciation and amortization		~~779~~255,~~112~~372			66259,~~791~~703
Stock-based compensation		~~164~~56,~~789~~459			~~164~~54,~~789~~930
PPP loan forgiveness		(83,395	)
Unrealized gain on investments		—			(26,663	)
Deferred tax benefit					(987,353	)
Changes in operating assets and liabilities:
Accounts receivable		—			6,845
Prepaid expenses		30			3,465
Prepaid expenses		37,464			14,636
Accounts payable and accrued expenses		37,281			971
Accounts payable and accrued expenses		36,491			12,611
Cash flows from operating activities		(175,723	)		(194,673	)
Cash flows from operating activities		(1,191,639	)		(749,073	)
Cash flows from investing activities:
Cash flows from investing activities		—			—
Cash flows from financing activities:
Proceeds from issuance of notes payable		1,581,311			1,024,268
Proceeds from issuance of Common Stock		550,000			—
Cash flows from financing activities		1,581,311			1,024,268
Proceeds from issuance of Preferred Stock		454,004			—
Net change in cash		389,672			275,195
Proceeds from issuance of notes payable		—			76,395
Cash, beginning of period		215,836			45,441
Cash flows from financing activities		1,004,004			76,395
Cash, end of period	$	605,508		$	320,636
Net change in cash		828,281			(118,278	)
Cash, beginning of period		214,009			215,836
Cash, end of period	$	1,042,290		$	97,558
Supplemental cash flow information
Preferred stock dividend accrual	$	~~214~~70,~~176~~775		$	~~214~~71,~~175~~392

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

EVOLUTIONARY GENOMICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

~~September~~MARCH 3031, ~~2021~~2022 AND ~~2020 (Unaudited)~~ 2021

(Unaudited)

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

Basis of presentation: The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the SEC for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.

The condensed consolidated balance sheet as of ~~September~~March 3031, ~~2020~~2022, ~~has~~ has been derived from the Company’s audited consolidated financial statements. The unaudited interim financial statements should be be read in conjunction with the Company’s ~~2020~~2021 Form 10-K, which contains the Company’s audited financial statements and notes thereto, together with the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, ~~2020~~2021.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnote disclosures necessary for a comprehensive presentation of financial position, results of operations, and cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2021~~2022 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the fiscal year ending December 31, ~~2021~~2022.

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.

EVOLUTIONARY GENOMICS, INC. AND ~~SUBSIDIARY~~SUBSIDIARYNOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2022 AND 2021(Unaudited)

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 AND 2020 (Unaudited)

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 3 three- to 7 seven-year estimated useful lives for 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 ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021.

Intangible Assets: Intangible assets include acquired research in progress and patents on the Company’s core technology for gene identification. Patents 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 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 ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021.

~~Revenue~~Income ~~Recognition~~Taxes: ~~Grant~~Deferred ~~revenue~~tax ~~consists~~assets ofand ~~funding~~liabilities ~~under~~are recognized ~~cost~~for ~~reimbursement~~the ~~programs~~expected ~~primarily~~tax ~~from~~consequences ~~federal~~of temporary differences between the tax bases of assets and ~~non-profit~~liabilities ~~foundation~~and ~~sources~~their ~~for~~reported ~~qualified~~amounts. Management ~~research~~regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income, and ~~development~~to ~~activities~~the extent ~~performed~~management bybelieves ~~us.~~that ~~However~~it is more likely than not that a deferred tax asset will not be realized, ~~these~~a ~~amounts~~valuation ~~are~~allowance ~~subject~~is toestablished. When ~~change~~a ~~upon~~valuation ~~review~~allowance byis ~~federal~~established, ~~and~~increased ~~non-profit~~or ~~foundations~~decreased, ~~prior~~an toincome ~~receipt~~tax ofcharge ~~invoice~~or benefit is included in the consolidated financial ~~amounts~~statements ~~submitted.~~and ~~Such~~net ~~amounts~~deferred tax assets are ~~invoiced~~adjusted accordingly. As of March 31, 2022 and ~~recorded~~December as31, ~~revenue~~2021, asa ~~grant-funded~~full ~~activities~~valuation ~~are~~allowance has ~~performed~~been established on the net deferred tax asset.

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 September 30, 2021 and December 31, 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.

EVOLUTIONARY GENOMICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 AND 2020 (Unaudited)

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. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

EVOLUTIONARY GENOMICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022 AND 2021

(Unaudited)

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~~ share excludes any dilutive effects of equity instruments. We compute basic net (loss) income per common share using the weighted average ~~number~~ 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 ~~nine months and~~ three months ended ~~September~~March 3031, ~~2021~~ 2022, common stock equivalents including ~~679~~766,~~923~~400 shares of convertible preferred stock and options for 1,~~081~~215,~~667~~000 shares of common stock were excluded because their effect was anti-dilutive. For the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021, common stock equivalents including 679,923 shares of convertible preferred stock, and options for 1,081,667 shares of common stock ~~and warrants for 110,856 shares of common stock~~ were excluded because their effect ~~was~~ anti-dilutive. For the three months ended September 30, 2020, common stock equivalents including 679,923 shares of convertible preferred stock, options for 895,000 shares of common stock and warrants for 110,856 shares of common stock were excluded because their effect was anti-dilutive~~, and options for 186,667 shares of common stock equivalents were included in the diluted weighted average common shares outstanding~~.

Subsequent Events: The Company has evaluated all subsequent events through the date of this filing. There were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements.

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: ~~Fair~~Property ~~Value~~and ~~Measurements~~Equipment

The Company complies with the provisions of ASC 820, in measuring fair value and in disclosing fair value measurements at the measurement date. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements required under other accounting pronouncements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements also reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model.

ASC 820 provides three levels of the fair value hierarchy as described below:

Level 1 Inputs – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs – Observable market-based inputs, other than quoted prices in active markets for identical assets or liabilities.

Level 3 Inputs – Unobservable inputs that are supported by little or no market activity.

EVOLUTIONARY GENOMICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021 AND 2020 (Unaudited)

When determining the fair value measurements for assets or liabilities required or permitted to be recorded at and/or marked to fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets.

The carrying value of financial instruments, including cash, receivables, accounts payable, accrued expenses, and notes payable approximates their fair value at September 30, 2021 and December 31, 2020, due to the relatively short-term nature of these instruments.

Note 5: Property and Equipment

Property and equipment is comprised of the following:

Schedule of Property and Equipment
	September 30,			December 31,
	March 31,			December 31,
	2021			2020
	2022			2021
Equipment	$	432,499		$	432,499
Software		63,179			63,179
Furniture and fixtures		7,987			7,987
		503,665			503,665
Accumulated depreciation		(~~476~~488,~~951~~652	)		(~~452~~484,~~902~~967	)
Property and equipment, net	$	2615,~~714~~013		$	5018,~~763~~698

Depreciation expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021 was $243,~~048~~685 and $288,~~590~~016, respectively.

~~Depreciation~~Note ~~expense~~5: ~~for~~Intangible ~~the three months ended September 30, 2021 and 2020 was $8,015 and $9,530, respectively.~~Assets

Note 6: Intangible Assets

Intangible assets are comprised of the following:

Schedule of Intangible Assets
	September 30,			December 31,
	March 31,			December 31,
	2021			2020
	2022			2021
Acquired research in progress - definite lived	$	4,016,596		$	4,016,596
Patents		52,045			52,045
Accumulated amortization		(1,~~159~~662,~~361~~736	)		(~~404~~1,~~298~~411,049	)
Intangible assets, net	$	2,~~909~~405,~~280~~905		$	32,~~664~~657,~~343~~592

EVOLUTIONARY GENOMICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022 AND 2021

(Unaudited)

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

Schedule of Intangible Assets Amortization	~~Schedule of Intangible Assets Amortization~~
Year Ending		Amortization	~~Amortization~~
	December 31, 2021		$	251,688
December 31, 2022		$	755,064
	December 31, 2022			1,006,751
December 31, 2023			1,006,751
	December 31, 2023			1,006,751
December 31, 2024			638,105
	December 31, 2024			638,105
December 31, 2025			2,602
	December 31, 2025			2,602
December 31, 2026			2,602
Thereafter	~~Thereafter~~		781	~~3,383~~
Total	~~Total~~	$	$2,405,905	~~2,909,280~~

9Amortization expense for the acquired research in progress and patents during the three months ended March 31, 2022 and 2021 was $251,687.

~~EVOLUTIONARY~~In ~~GENOMICS~~its merger completed on October 19, ~~INC~~2015, the Company acquired research in progress. ~~AND~~The ~~SUBSIDIARY~~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. With the banana development project contract in place and the expected marketing of our soybean genes in fall-2022, 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.

~~NOTES~~Note TO6: ~~CONDENSED~~Notes ~~AND CONSOLIDATED FINANCIAL STATEMENTS~~Payable

~~September~~Small Business 30Administration (“SBA”) Paycheck Protection Program (“PPP”): On February 22, 2021, ~~AND~~the ~~2020~~Company received $76,395 in proceeds from the PPP, which was created under the Coronavirus Aid, Relief and Economic Security Act (~~Unaudited~~CARES). Under the program, the Company applied for and received forgiveness of the debt in the year ended December 31, 2021. The forgiveness was recorded as loan forgiveness in other income on the condensed and consolidated statements of operations.

~~Amortization~~SBA ~~expense~~Economic Injury Disaster Loan: On June ~~for~~5, 2020, the ~~acquired~~Company ~~research~~received $150,000 in ~~progress~~proceeds ~~and~~from ~~patents during~~ the ~~nine~~SBA’s ~~months~~EIDL ~~ended~~Program. ~~September~~On 30July 20, 2021, ~~and~~the ~~2020~~Company ~~was~~received a $~~755~~7,~~063~~000 SBA EIDL Advance which has been forgiven and, on July 14, 2021, the Company received a $3850,~~201~~000 increase in the SBA EIDL Loan. Installment payments, ~~respectively~~including interest at the rate of 3.75% per annum, of $1,020 monthly over thirty years from the date of the original promissory ~~Amortization~~note ~~expense~~will ~~for~~begin on December 5, 2022. The Company granted to the ~~acquired~~SBA ~~research~~a continuing security interest in ~~progress~~all tangible and ~~patents~~intangible ~~during~~personal property. The Company may not make any distribution of assets of the ~~three~~Company ~~months~~to ~~ended~~any ~~September~~shareholder ~~30,~~without ~~2021~~the ~~and~~written ~~2020~~consent ~~was~~of ~~$251,688~~the SBA. ~~and~~As ~~$36~~of March 31,~~900~~ 2022, ~~respectively~~the Company recognized $11,635 of accrued interest on the note.

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 and the expected marketing of our soybean genes in fall-2021, 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 7: Notes Payable

Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”): On February 22, 2021, the Company received $76,395 in proceeds from the PPP, which was created under the Coronavirus Aid, Relief and Economic Security Act (CARES). Under the program, the Company applied for and received forgiveness of the debt in the three months ended September 30, 2021.

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 September 30, 2021, the Company recognized $6,948 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.

EVOLUTIONARY GENOMICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022 AND 2021

(Unaudited)

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.

10Note 7: Stockholders’ Equity

~~EVOLUTIONARY~~The ~~GENOMICS~~Amended and Restated Certificate of Incorporation of the Company dated October 19, ~~INC~~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 ~~AND~~per ~~SUBSIDIARY~~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. During the three months ended March 31, 2022, the Company issued 733,333 shares of Common Stock and received $550,000 of proceeds and issued 86,477 shares of Series A-2 and received $454,004 of proceeds.

~~NOTES~~Liquidation: TOUpon ~~CONDENSED~~any ~~AND~~liquidation, ~~CONSOLIDATED~~dissolution or ~~FINANCIAL~~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 ~~STATEMENTS~~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 March 31, 2022 and December 31, 2021, 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.

September 30, 2021 AND 2020 (Unaudited)

Note 8: Stockholders’ Equity and Warrants

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.

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 September 30, 2021 and December 31, 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.

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 ~~September~~March 3031, ~~2021~~2022, 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 ~~September~~March ~~30,~~31 ~~2021~~2022, 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 ~~September~~March 3031, ~~2021~~2022, there were $1,~~450~~592,~~404~~571 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 98: 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 ~~nine~~three months ended ~~September~~March 3031, ~~2021~~ 2022 and ~~2020~~2021, the Company recorded compensation costs for stock options of $~~164~~56,~~789. For~~459 ~~three months ended September 30, 2021~~ and ~~2020, the Company recorded compensation costs for stock options of~~ $5459,~~930~~590, 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~~133,333 and 0 options during the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021, respectively.

1110

EVOLUTIONARY GENOMICS, INC. AND ~~SUBSIDIARY~~SUBSIDIARYNOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2022 AND 2021(Unaudited)

~~NOTES~~Management TOhas ~~CONDENSED~~valued ~~AND~~the ~~CONSOLIDATED~~options ~~FINANCIAL~~at their date of grant utilizing ~~STATEMENTS~~the Black-Scholes option pricing model. Volatility of the underlying common shares was determined based on the historical volatility for the Company’s 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.

~~September~~The fair value of the share option awards was estimated using the Black-Scholes ~~30,~~method ~~2021~~based ~~AND~~on ~~2020~~the ~~(Unaudited)~~following weighted-average assumptions:

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.

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

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

Schedule of Stock Option Activity
	Number of Options	~~Number of Options~~		Weighted Average Exercise Price	~~Weighted Average Exercise Price~~		Weighted Average Remaining Term(Years)	~~Weighted Average Remaining Term(Years)~~		Total Intrinsic Value	~~Total Intrinsic Value~~
Balance, January 1, 2020			1,081,667		$	1.74			7.67
Balance, January 1, 2021		1,081,667		$	1.74			6.67
Granted		—	—		—	—		—	—
Exercised		—	—		—	—		—	—
Cancelled		—	—		—	—		—	—
Balance, December 31, 2020			1,081,667		$	1.74			6.67
Balance, December 31, 2021		1,081,667		$	1.74			5.67
Balance, January 1, 2021			1,081,667		$	1.74			6.67
Balance, January 1, 2022		1,081,667		$	1.74			5.67
Granted		133,333	—	$	0.83	—		9.98	—
Exercised		—	—		—	—		—	—
Cancelled		—	—		—	—		—	—
Balance, September 30, 2021			1,081,667		$	1.74			5.91		$	—
Balance, March 31, 2022		1,215,000		$	1.64			5.93		$	—
Exercisable at September 30, 2021			688,332		$	1.85			4.68		$	46,667
Exercisable at March 31, 2022		868,332		$	1.79			4.90		$	37,333

During each of the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~ 2022 and ~~2020~~2021, options for 0 shares vested. As of ~~September~~March 3031, ~~2021~~2022 there was $~~240~~222,~~661~~297 of unrecognized compensation cost related to share-based compensation arrangements that will be recognized through the year ending December 31, ~~2022~~2023.

~~Note 10: Commitments and Contingencies~~11

EVOLUTIONARY GENOMICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022 AND 2021

(Unaudited)

Note 9: 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 ~~September~~March 3031, ~~2021~~2022 are $2,378 per month which continues on a month-to-month basis. There is no minimum lease commitment as of ~~September~~March 3031, ~~2021~~2022. Renewals after June 30, 2017 are by mutual agreement. The Company’s rent expense for the ~~nine months~~three months ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021 was $217,~~401~~134.

EVOLUTIONARY GENOMICS, INC. AND SUBSIDIARY

NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021 AND 2020 (Unaudited)

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 ~~September~~March 3031, ~~2021~~2022, thus limiting any future royalties as of ~~September~~March 3031, ~~2021~~2022 to a total of $393,600. The Company has not accrued or paid ~~any~~ any royalties under the terms of the Agreement as of and during the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 because it has not received any ~~revenue~~ revenue from the sale of products to date.

Other Commitments: On September 18, 2020, the Company entered into a Standard Research Agreement with UWWCIC for the development of our banana genes. The agreement includes payments from the Company in the amount of $2,159,719 over the 2 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.

Note 1110: 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,~~902~~827,088 shares or 2924.4575% of the Common Stock outstanding as of ~~September~~March 3031, ~~2021~~2022.

Note 1211: 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.

Note 1312: Liquidity

As of ~~September~~March 3031, ~~2021~~2022, the Company had $~~605~~1,~~508~~042,289 in operating cash and expect that our operating expenses for the next twelve months will be $~~908~~877,~~513~~056. Management ~~believes~~ believes the Company’s existing cash balances along with contractually obligated future funding from our current agreement with Dole are ~~not~~ sufficient to provide the necessary liquidity to meet our obligations as they come due over the next year. Additional possible sources of funding include revenue from marketing other genes which we intend to market in the next six months, additional SBA EIDL loans, loans from our largest shareholder, additional capital infusions and reductions in operating expenses. Management believes that funding from these sources will be adequate to cover our expenses over the next twelve months.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Caution 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.

Company Overview

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 ~~seedling~~production ~~plants to crop producers~~companies. The top ~~seed~~companies ~~and plantlet providers~~ control much of the implementation of new ~~crop~~ 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.

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~~The~~Business single most valuable step in the process of crop improvement is the identification of the key genes that have the desired impact. EG set out to find genes in soybeans that impact pest and disease resistance. We identified two that showed promise and, in hairy root assays on one of these genes, EG261, at the University of Wisconsin – Madison, proved that EG261 impacted resistance. When we discussed these results with the larger seed companies, they indicated interest but wanted to see two generation, whole plant testing results before entering licensing negotiations. We have engaged the University of Missouri and the University of Wisconsin’s Wisconsin Crop Innovation Center (“UW”) to independently perform these validation studies for us.Model

AsEvolutionary aGenomics’ ~~small~~primary ~~company~~source ~~restricted~~of byrevenue ~~our~~through ~~limited resources,~~March we31, ~~cannot~~2020 ~~afford~~had tobeen ~~generate~~contract ~~vast~~services ~~numbers~~revenue for research performed by Evolutionary Genomics on behalf of ~~transformation~~other ~~plant~~commercial ~~lines~~entities and grant income received from governmental agencies, ~~known~~industry asassociations ~~events.~~and ~~Moderate~~grant ~~success~~making isfoundations ~~important~~for ~~enough~~research toperformed. ~~indicate~~Ownership ~~that~~of ~~further~~the ~~optimization~~intellectual ~~can~~property ~~lead~~in these projects varies from Evolutionary Genomics retaining all intellectual property rights to ~~significantly~~retaining none ~~improved~~of ~~results.~~the Wedeveloped ~~must~~intellectual ~~prove~~property ~~that~~for ~~there~~the crop that is ~~enough~~the ~~evidence~~subject of the project. In addition to ~~warrant~~contract ~~additional~~services revenue ~~trials~~for byresearch, ~~companies~~Evolutionary ~~with~~Genomics ~~vastly~~intends ~~more~~to ~~resources~~continue to ~~build~~pursue ongrant ~~our~~funding ~~success~~from ~~but~~governmental ~~the~~agencies, ~~single~~industry ~~most~~associations ~~valuable~~and grant ~~step~~making infoundations. ~~this~~These ~~process~~sources isof ~~the~~funding ~~identification of~~are ~~the~~often ~~gene~~subject ~~that~~to ~~has~~limitations ~~the~~in ~~desired~~available ~~impact~~funds, ~~and~~funding wepriorities ~~have~~in ~~identified~~areas ~~two~~other than our area of ~~these~~focus, ~~genes~~political uncertainties, ~~EG261~~long approval processes and ~~EG19~~competition with other research proposals.

OnLicensing ~~April~~revenue ~~29,~~can ~~2014,~~be ~~the~~lump ~~United~~sum ~~States Patent and Trademark Office issued patent 8~~payments,~~710,300~~ ~~titled~~milestone ~~EXPRESSION~~payments ~~OF DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS ENHANCES PATHOGEN RESISTANCE~~upon INachievement ~~PLANTS.~~of Ondefined ~~December~~goals ~~5, 2017~~ and/or ~~March~~percentages 3,of ~~2020,~~revenue ~~the~~for ~~United~~products ~~States~~sold ~~Patent~~by ~~and~~licensee. ~~Trademark~~These ~~Office~~payments ~~issued~~are ~~additional~~often ~~patents~~many ~~which~~years ~~extended the~~after ~~previous patent to include additional variations~~ completion of ~~the~~ gene. ~~Subsequently,~~identification ~~the~~project ~~Company~~as ~~was~~licensees ~~issued~~engage ~~similar patents~~ in ~~Canada,~~significant ~~Brazil, Argentina and China and has~~ additional ~~patents~~testing ~~pending~~including infield ~~India.~~trials Onprior ~~January~~to ~~15,~~integration ~~2021, the Company filed a patent application on its second~~into ~~soybean~~licensee ~~pest/disease~~commercial ~~resistance~~germplasm ~~gene, EG19, and has included that gene in its ongoing two generation, whole plant validation research~~lines. ~~The~~ ~~Company~~There ~~has~~can ~~also~~be ~~discovered~~no ~~additional~~guarantee ~~candidate genes~~ that ~~may~~these ~~impact~~licensing ~~pathogen~~agreements ~~resistance.~~will ~~There~~result ~~can~~in beany noadditional ~~assurance~~revenue ~~that any of~~for ~~these~~Evolutionary ~~genes~~Genomics ~~will~~as befurther ~~proven~~development ~~effective~~of inlicensed ~~validation~~intellectual ~~testing~~property oris ~~lead~~mostly tocontrolled ~~licensing~~by ~~agreements~~the ~~or revenue~~licensee.

WeThe ~~entered~~goal ~~into~~of athe ~~Service~~grant ~~Agreement~~funded ~~with~~research UWprojects ~~under which~~was ~~they~~to ~~transformed~~discover ~~soybeans~~genetic intellectual ~~using~~properties ~~our~~with ~~genes~~commercial ~~and~~value. ~~helped~~Evolutionary toGenomics’ ~~establish~~soybean ~~the~~pest ~~right~~resistance ~~combinations~~project tois ~~achieve~~ a ~~range~~multiple year illustration of ~~expression.~~the UWevolution ~~grew events~~of a project from ~~seven~~concept ~~constructs~~through ofmarketing ~~EG261~~to ~~and~~seed ~~EG19~~companies. inThe ~~their~~project ~~greenhouses.~~has ~~These~~yielded ~~plants~~identified ~~were~~genes ~~harvested~~for pest resistance in ~~May~~soybeans ~~2020~~with ~~for~~partial ~~generation~~validation ~~T2 seeds~~complete. ~~The~~ ~~seeds~~Evolutionary ~~were~~Genomics ~~transferred~~has topartially ~~the~~completed ~~University~~two ofgeneration, ~~Missouri~~whole ~~and~~plant validation testing but ~~began~~has indecided ~~November~~to ~~2020.~~postpone Wefurther ~~have~~testing ~~completed~~indefinitely ~~five~~to ~~cycles~~focus ofresources ~~planting, growing~~on ~~and~~our ~~testing~~banana project. The ~~results~~Company ofhas ~~the~~extended ~~second~~this ~~cycle~~soybean pest ~~were~~resistance ~~discarded~~research ~~because~~to ofother ~~process~~crops ~~issues~~including ~~but~~beans, ~~the~~tomatoes, ~~results~~cotton ofand ~~other~~maize ~~cycles~~and ~~were~~has ~~promising with~~identified ~~improvement~~candidate ingenes. ~~disease~~Further ~~resistance~~research on ~~observed~~these incrops ~~plants~~is ~~transformed~~dependent ~~with~~on revenue from our ~~genes~~banana project or additional capital funding. ~~The~~If ~~Company~~we ~~has~~are ~~decided~~able to ~~place~~complete ~~this~~additional validation testing, ~~on hold~~we intend to ~~focus~~market ~~resources~~these ongenes ~~its~~to ~~banana~~the ~~genes~~seed industry.

IfOur ~~future~~banana ~~results~~pest ~~confirm~~resistance ~~these~~project ~~findings,~~is ~~the~~another project illustration. ~~Company~~We ~~intends~~identified toa ~~enter~~gene ~~negotiations~~(FusR1) ~~for~~in abananas ~~long-term~~that ~~research~~appears ~~collaboration~~to ~~and~~confer ~~licensing~~resistance ~~agreement~~to ~~with~~Fusarium ~~seed~~Fungus ~~companies.~~which Ifleads ~~these~~to ~~negotiations are~~Panama ~~successful,~~Disease. ~~this~~We ~~type~~marketed the ofgene ~~agreement~~to ~~will~~banana ~~likely~~companies ~~have~~and, anin ~~upfront~~August ~~payment~~2020, ~~milestone~~executed ~~payments~~a ~~during~~Development ~~their~~and ~~testing~~Commercialization ~~and~~Agreement a(“DCA”) ~~licensing~~with ~~royalty~~Dole ~~stream~~Food ~~once~~Company ~~the~~(“Dole”) ~~genes~~which ~~are~~includes ~~incorporated~~three ~~into~~years ~~commercial~~of ~~seed~~development ~~lines.~~work ~~The~~funded ~~testing~~by ~~phase~~Dole ~~includes~~and ~~field~~the ~~trials~~framework ~~which~~for ~~may~~a ~~proceed~~long-term ~~for several~~licensing ~~years~~relationship. ~~prior~~While toDole ~~generating~~is ~~licensing~~supplying ~~revenue.~~significant ~~There~~funding ~~are~~for ~~many~~the ~~risks~~three-year indevelopment of this ~~process~~banana ~~including~~gene ~~some~~in ~~that~~the ~~are~~form ~~outside~~ of ~~Evolutionary Genomics’~~promissory ~~control~~notes, ~~and~~ there can be no ~~guarantee~~assurance that wethis development work will ~~ever~~lead ~~generate~~to ~~any~~licensing revenue ~~from~~as ~~these~~there ~~potential~~are ~~agreements~~many risks involved in genetic trait development.

The Company has identified pest/disease resistance genes in other commercially valuable crops. The Company is in various stages of projects identifying genes in tomatoes and corn that may lead to increased pest/disease resistance. If successful, we intend to market them to the seed industry. This strategy will require Evolutionary Genomics’ toBusiness ~~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.~~Strategy

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.

1514

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 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. Cavendish cultivars are sterile and seedless, but it should be possible to use MAB (marker assisted breeding), though perhaps difficult and time-consuming, to move FusR1 into Cavendish and other cultivated bananas. We believe that a gene transformation approach would be faster and easier. 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, clean, and efficient 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 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 ~~the~~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 ~~over~~through ~~the next four years~~2024. In addition to working capital funding, Dole ~~will~~reimburses ~~reimburse~~ 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 ~~Upon~~the ~~receipt~~year ofended ~~$800~~December 31,~~000~~ on2021, ~~August~~the ~~26,~~Company ~~2020,~~received $800,000 on ~~July~~of ~~28,~~working ~~2021,~~capital funding and $1647,~~295,831~~916 onof ~~December~~reimbursement ~~29,~~of ~~2020~~development costs ~~and~~pursuant ~~$647,916~~to onthis ~~September~~agreement. ~~29,~~From ~~2021~~the effective date of the agreement, the Company ~~executed~~has ~~the~~received ~~notes~~$1,600,000 ~~under~~of ~~this~~working ~~DCA~~capital ~~and~~funding ~~recorded~~and ~~them~~$1,943,747 asof ~~long-term~~reimbursement ~~notes~~of ~~payable~~development ~~for~~costs ~~financial~~pursuant ~~statement~~to ~~purposes~~this agreement. Per the Agreement, 50% of future royalties may be offset ~~with~~ 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.

IfDuring we2021 ~~are~~and the three months ended March 31, 2022, the University of Wisconsin was able to successfully transform banana plants using our FusR1 gene and ~~validate~~we currently have banana plants from multiple gene constructs growing in greenhouses. During 2022, in accordance with our ~~banana~~DCA ~~genes~~with Dole, ~~which~~we ~~will~~are ~~likely~~engaged ~~take~~in ~~24-36~~testing ~~months~~on ~~from~~these ~~the~~plants ~~start~~to determine if our FusR1 gene successfully conferred resistance to Fusarium and Panama Disease. Upon successful completion of ~~the~~validation ~~project~~testing inand field ~~September~~trials ~~2020~~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:

We may not be able to adequately establish patent protection for our intellectual property or others may have competing claims.

Others may develop competitive approaches to compete with our genes.

- Our transformation academic labs may fail to develop enough events for testing.

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 Fusarium.

- ~~Globally~~Global regulations and/or consumer preference may prevent the successful commercial launch of bananas with genetics changed 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.

- Our ~~cash~~expected ~~flow~~future isroyalty revenue will be highly dependent upon ~~our~~the ~~only~~successful ~~expected~~execution ~~source~~ of ~~funding~~the ~~provided~~banana ~~under~~development ~~our~~project ~~Development~~in ~~and~~the ~~Commercialization~~DCA ~~Agreement~~ with Dole ~~Food~~and ~~Company~~the negotiation of a long-term royalty licensing agreement.

-While ~~Our~~Panama ~~expected~~Disease ~~future~~1) ~~royalty~~is ~~revenue~~potentially ~~will~~existential beto ~~highly~~the ~~dependent~~banana ~~upon~~industry, 2) ~~the~~has ~~successful~~no ~~execution~~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 ~~development~~plants ~~project~~to inidentify a ~~the~~gene ~~DCA~~that could potentially be used to develop plants that are resistant to Black Sigatoka with ~~Dole~~no ~~and~~or ~~the~~reduced ~~negotiation~~use of toxins. On October 21, 2021, we filed a ~~long-term~~United ~~royalty~~States ~~licensing~~patent ~~agreement~~application ~~expected~~titled inIDENTIFICATION 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 ~~third~~United ~~year~~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 ~~agreement~~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.

~~These~~On April 29, 2014, the United States Patent and ~~other~~Trademark ~~risk~~Office ~~factors~~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 ~~discussed~~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 ~~more~~may ~~detail~~impact pathogen resistance. There can be no assurance that any of these genes will be proven effective in ~~our~~validation ~~10-K~~testing ~~filing~~or ~~dated~~lead to ~~March~~licensing ~~31,~~agreements ~~2021~~or revenue.

~~While~~We ~~Panama~~entered ~~Disease~~into 1)a isService ~~potentially~~Agreement ~~existential to~~with the ~~banana~~Wisconsin ~~industry,~~Crop 2Innovation Center (“WCIC”) ~~has~~under nowhich ~~known~~they ~~treatment~~have ~~and~~transformed 3)soybeans isusing ~~not~~our ~~yet~~genes ~~widespread,~~and ~~Black~~helped ~~Sigatoka~~to ~~Disease~~establish isthe right combinations to achieve a ~~different~~range ~~disease~~of ~~the~~expression. isWCIC ~~very wide-spread~~grew ~~and~~events isfrom ~~treated~~seven ~~with~~constructs ~~toxins~~of atEG261 aand ~~cost~~EG19 ofin uptheir togreenhouses. ~~$2300~~The ~~per~~testing ~~hectare~~of ~~per~~these T2 ~~year.~~generation Weseedlings ~~spent~~at the ~~last~~University ~~two~~of ~~years~~Missouri ~~researching~~is ~~wild~~partially ~~banana plants~~complete tobut ~~identify~~we ahave ~~gene~~indefinitely ~~that~~suspended ~~could~~work ~~potentially~~on bethese ~~used~~genes to focus ~~develop~~our ~~plants~~resources ~~that~~on ~~are~~our ~~resistant~~banana toprojects. ~~Black~~If ~~Sigatoka~~we ~~with~~resume nothese orprojects ~~reduced~~and ~~use~~results from the whole plant validation trials confirm the findings of ~~toxins.~~the OnUniversity ~~October~~of ~~21,~~Wisconsin-Madison ~~2021,~~for weEG261 ~~filed~~and athe ~~United~~effectiveness ~~States~~of ~~patent~~the ~~application~~new ~~titled~~gene, ~~IDENTIFICATION~~EG19, ~~AND~~the ~~RESISTANCE~~Company ~~GENES~~intends ~~FROM~~to ~~WILD~~enter ~~RELATIVES~~negotiations OFfor ~~BANANA~~a ~~AND~~long-term ~~THEIR~~research ~~USES~~collaboration INand ~~CONTROLLING~~licensing ~~BLACK~~agreement ~~SIGATOKA~~with ~~DISEASE~~seed companies. WeThe ~~are~~testing ~~awaiting~~phase ~~review~~includes offield ~~these~~trials ~~patents~~which bymay proceed ~~the~~for ~~United~~several ~~States~~years ~~Patent~~prior ~~Office. We~~to ~~are~~generating inlicensing ~~the~~revenue. ~~early~~There ~~stages~~are ofmany ~~developing~~risks in this ~~gene~~process ~~and~~including ~~others~~some that are ~~working~~outside of onEvolutionary ~~competing~~Genomics’ ~~approaches.~~control ~~There~~and isthere can be no guarantee that ~~this~~we will ~~lead~~ toever ~~commercial~~generate ~~success~~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 ~~September~~March 3031, ~~2021~~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.

Unaudited Results of Operations

	Three Months Ended September 30,										Nine Months Ended September 30,
	Three Months Ended March 31,
	2021					2020					2021					2020
	2022					2021
	Amount			Percent of Revenue		Amount			Percent of Revenue		~~Amount~~			~~Percent of Revenue~~		~~Amount~~			~~Percent of Revenue~~
Grant revenue	$	—			N/A	$	—			N/A	$	—			N/A	$	12,500			100.0	%
Revenue	$	—			N/A	$	—			N/A
Research and development		~~744~~99,~~542~~089			N/A		~~138~~96,~~132~~815			N/A		~~977,556~~			~~N/A~~		~~398,880~~			~~3191.0~~	%
Salaries and benefits		9293,~~430~~959			N/A		~~217~~92,430			N/A		~~277,289~~			~~N/A~~		~~403,089~~			~~3224.7~~	%
General and administrative		~~305~~331,~~335~~896			N/A		~~118~~324,~~947~~605			N/A		~~955,019~~			~~N/A~~		~~225,454~~			~~1803.6~~	%
Total operating expenses		1524,~~142,307~~944			N/A		~~474~~513,~~509~~850			N/A		~~2,209,864~~			~~N/A~~		~~1,027,423~~			~~8219.4~~	%
Operating loss		(1524,~~142,307~~944	)		N/A		(~~474~~513,~~509~~850	)		N/A		~~(2,209,864~~	)		~~N/A~~		~~(1,014,923~~	)		~~-8119.4~~	%
Other income		~~83,650~~79			N/A		~~23,041~~108			N/A		~~83,764~~			~~N/A~~		~~26,841~~			~~214.7~~	%
Income Taxes		—			N/A		987,353			N/A		—			N/A		987,353			7898.8	%
Income taxes		—			N/A		—			N/A
Net (loss) income	($	1,058,657	)		N/A	$	535,885			N/A	($	2,126,100	)		N/A	($	729	)		-5.8	%
Net loss	($	524,865	)		N/A	($	513,742	)		N/A
Preferred stock dividend		(7170,~~392~~775	)		N/A		(71,392	)		N/A		~~(214,176~~	)		~~N/A~~		~~(214,175~~	)		~~-1713.4~~	%
Net (loss) income attributable to common stockholders	($	1,130,049	)		N/A	$	464,493			N/A	($	2,340,276	)		N/A	($	214,904	)		-1719.2	%
Net loss attributable to common stockholders	($	595,640	)		N/A	($	585,134	)		N/A

Grant Revenue

Grant revenue decreased $12,500, or 100.0%, to $0 for the nine months ended September 30, 2021 from $12,500 for the nine months ended September 30, 2020. The decrease was due to decreased revenue recognized from the State of Colorado grant which ended in January 2020.

Grant revenue remained unchanged at $0 for the three months ended September 30, 2021 and 2020.

Operating Expenses

Operating expenses increased $111,~~182~~094,~~441,~~ or ~~115~~2.12% to $2524,~~209,864~~944 for the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 from $1513,~~027,423~~850 for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021. Changes in these items are described below.

Operating expenses increased $667,798, or 140.7% to $1,142,307 for the three months ended September 30, 2021 from $474,509 for the three months ended September 30, 2020. Changes in these items are described below.

Research and Development

Research and development increased $~~578~~2,~~676~~274, or ~~145~~2.13%, to $~~977~~99,~~556~~089 for the three ~~nine~~ months ended ~~September~~March 3031, ~~2021~~2022 from $~~398~~96,~~880~~815 for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021. The increase was primarily due to increased ~~costs on our banana project partially offset by decreased costs on our soybean~~ ~~project and decreased~~ patent costs.

Research and development increased $606,410, or 439.0%, to $744,542 for the three months ended September 30, 2021 from $138,132 for the three months ended September 30, 2020. The increase was primarily due to increased costs on our banana project partially offset by decreased patent costs.

Salaries and Benefits

Salaries and benefits ~~decreased~~increased $~~125~~1,~~800~~529, or 311.27%, to $~~277~~93,~~289~~959 for the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 from $~~403~~92,~~089~~430 for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021. The ~~decrease~~ increase was primarily due to ~~bonuses~~increased inbenefit ~~2020 not given in 2021~~costs.

Salaries and benefits decreased $125,000, or 57.5%, to $92,430 for the three months ended September 30, 2021 from $217,430 for the three months ended September 30, 2020. The decrease was primarily due to bonuses in 2020 not given in 2021.

General and Administrative

General and administrative expenses increased $~~729~~7,~~565~~291, or ~~323~~2.62%, to $~~955~~331,~~019~~896 for the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 from $~~225~~324,~~454~~605 for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021. The ~~decrease~~ increase was primarily due to ~~the~~increased ~~amortization~~professional ~~of our research in progress which was placed into service on August 19, 2020 partially offset by decreased legal costs~~fees.

General and administrative expenses increased $186,388, or 156.7%, to $305,335 for the three months ended September 30, 2021 from $118,947 for the three months ended September 30, 2020. The increase was primarily due to the amortization of our research in progress which was placed into service on August 19, 2020 partially offset by decreased legal costs.

Other Income

Total other income ~~increased~~decreased $5629,~~923,~~ or ~~212~~ 26.19%, to $~~83,764~~79 for the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 from $~~26,841~~108 for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021. The ~~increase~~ decrease was primarily due to ~~forgiveness of SBA debt partially offset by~~ decreased ~~gains~~interest ~~in investments~~income.

Total other income increased $60,609, or 263.0%, to $83,650 for the three months ended September 30, 2021 from $23,041 for the three months ended September 30, 2020. The increase was primarily due to forgiveness of SBA debt partially offset by decreased gains in investments.

Net Loss

Net loss increased $211,~~125~~123,~~371,~~ or ~~291,546~~2.12%, to $2524,~~126,100~~865 for the ~~nine~~three months ended March ~~September 30~~31, ~~2021~~2022 from $~~729~~513,742 for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021. The increase was primarily due to ~~recognition of a tax benefit in the year ended December 31, 2020,~~ increased ~~banana project costs, the amortization of our research in progress and a decrease in grant revenue partially offset by decreased~~ patent ~~costs,~~expense ~~decreased soybean project costs~~ and ~~decreased~~ ~~legal~~professional ~~costs~~fees.

Net loss increased $1,594,542, or 297.6%, to $1,058,657 for the three months ended September 30, 2021 from a net profit of $535,885 for the three months ended September 30, 2020. The increase was primarily due to recognition of a tax benefit in the year ended December 31, 2020, increased banana project costs, the amortization of our research in progress and a decrease in grant revenue partially offset by decreased patent costs and decreased legal costs.

Financial Condition

The Company’s working capital increased $~~315~~790,~~717~~970 to $~~590~~1,~~146~~027,905 as of ~~September~~March 3031, ~~2021~~2022 from $~~274~~236,~~429~~935 as of December 31, ~~2020~~2021 primarily due to ~~notes~~proceeds ~~payable~~received ~~funding~~from stock issuances, which was partially offset by the operating loss.

1817

Liquidity

As of ~~September~~March 3031, ~~2021~~2022, the Company had $~~605~~1,~~508 in~~042,290 in operating cash and expect that our operating expenses for the next twelve months will be approximately $~~908~~981,~~513~~000. Management believes the Company’s existing cash balances along with contractually obligated future funding from our current agreement with Dole are ~~not~~ sufficient to provide the necessary liquidity to meet our obligations as they come due over the next year. Additional possible sources of funding include revenue from marketing other genes which we intend to market in the next six months, additional SBA EIDL loans, loans from our largest shareholder, additional capital infusions and reductions in operating expenses. Management believes that funding from these sources will be adequate to cover our expenses over the next twelve months.

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 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 ~~September~~March 3031, ~~2021~~2022 are $2,378 per month which continues on a month-to-month basis. There is no minimum ~~lease~~ lease commitment as of ~~September~~March 3031, ~~2021~~2022. Renewals after June 30, 2017 are by mutual agreement. The Company’s rent expense for the ~~nine~~ three months ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021 was $217,~~401~~134.

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 ~~September~~March 3031, ~~2021~~2022, thus limiting any future royalties as of ~~September~~March 3031, ~~2021~~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 ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022 because it has not received ~~any~~ any revenue from the sale of products to date.

On September 18, 2020, the Company entered into a Standard Research Agreement with UW 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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required by smaller reporting companies.

ITEM 4.

CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

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 September 30, 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, 2020, our internal control over financial reporting was not effective due to the material weaknesses in the system of internal control described below.18

19Our management, with the participation of the Chief Executive Officer, evaluated the effectiveness of our internal control over financial reporting as of March 31, 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 March 31, 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.

(b) 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.

2019

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

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 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.

ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

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)

2120

SIGNATURES

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.

	EVOLUTIONARY GENOMICS, INC.
BY:	/s/ Steve B Warnecke
	Steve B Warnecke
	Chief Executive Officer and Chief Financial Officer
	November 1, 2021
	May 16, 2022

2221

Filing Compare · EVOLUTIONARY GENOMICS, INC.