UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 2024
| Genvor Incorporated |
| (Exact name of registrant as specified in its charter) |
| Nevada | | 000-56589 | | 83-2054746 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
201 S. Elliott Road, Suite 538
Chapel Hill, NC 27514
(Address of principal executive offices)
(984) 261-7338
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark 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.
Explanatory Note
The registrant hereby amends its Current Report on Form 8-K filed on January 16, 2024 (the “Original 8-K”), to include disclosure regarding the Independent Accountant’s letter, dated January 18, 2024, as required by Item 4.02(c)(3) of Form 8-K.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On January 9, 2024, the independent certifying accountant (the “Independent Accountant”) of Genvor Incorporated (the “Company”) notified the Company that the Company’s financial statements for the periods ending September 30, 2022, December 31, 2022, March 31, 2023, and June 30, 2023, should no longer be relied upon because the Company had incorrectly recorded a liability for what it believed was a required extension payment associated with its USDA CRADA research contract as of September 30, 2022. However, the Company was mistaken, and there was no additional payment necessary to extend the contract—only the amount originally due which had already been recorded. The error resulted in the overstatement of the Company’s current liabilities and net loss by approximately $246,000 as of the periods indicated. The Company’s Interim Chief Executive Officer discussed with the Company’s Independent Accountant the matters disclosed herein on January 9, 2024.
The Company provided the Independent Accountant with a copy of Original 8-K on January 16, 2024, prior to filing the Original 8-K, and requested the Independent Accountant to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agreed with the statements made in the Original 8-K, and if not, stating the respects in which it did not agree. The Independent Accountant provided that letter to the Company on January 18, 2024, and a copy of that letter has been filed as Exhibit 7.1 hereto as required by Item 4.02(c) of Form 8-K.
Item 9.01. Financial Statements and Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | GENVOR INCORPORATED |
| | | |
| Dated: January 18, 2024 | By: | /s/ Chad Pawlak |
| | | Chad Pawlak |
| | | Chief Executive Officer |
