QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2020

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________

(Exact name of ~~small business issuer~~registrant as specified in its charter)

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes þ No ¨

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

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of ~~September 30, 2017,~~March 31, 2020, the Registrant had 5,881,898 shares of common stock, $.001 par value, ~~and~~ 577,063 shares of Series A-1 preferred stock, $.001 par value and 102,860 shares of Series A-2 preferred stock, $.001 par value outstanding. The Registrant’s common stock trades on the OTC Markets under the trading symbol “FNAM”.

The accompanying financial statements have been prepared by Evolutionary Genomics, Inc., without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position of the Company as of ~~September 30, 2017 and 2016~~March 31, 2020 and for the quarterly periods ~~then~~ ended March 31, 2020 and 2019 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, ~~2016~~2019 audited financial statements. The results of operations for these interim periods are not necessarily indicative of the results for the entire year.

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

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

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

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.

The Company performs its research on behalf of governmental organizations, non-profit foundations, and commercial entities and receives revenue from grants and commercial research contracts. These grants/contracts contain fixed-fee arrangements and may also have licensing provisions upon effective commercialization of research results. Successful commercialization may take many years to produce license royalty payments. Ownership of intellectual property developed in research projects varies from the Company retaining no rights to intellectual property, to joint ownership, to the Company retaining all rights.

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 ~~does~~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 ~~Inc.~~ 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 ~~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.

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

Use of Estimates: The preparation of condensed and 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 condensed and consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

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.

~~Accounts Receivable:~~ Accounts receivable are carried at cost less an allowance for doubtful accounts, if an allowance is deemed necessary. On a periodic basis the Company evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based upon the history of past write-offs, collections, and current credit conditions. A receivable is written off when it is determined that all reasonable collection efforts have been exhausted and the potential for recovery is considered remote. The Company recorded no allowance for doubtful accounts as of September 30, 2017 and December 31, 2016. Recoveries of receivables previously written off are recorded when received. The Company does not charge interest on past-due receivables.

~~Trading Securities~~Investments: The Company’s short-term investments are comprised of equity ~~securities, treasury bonds and bank certificates of deposit, all of which are classified as trading~~ securities and are carried at their fair value based on the quoted market prices of the securities at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016.~~2019. Net realized and unrealized gains and losses on ~~trading securities~~investments are included in net earnings. For ~~purpose~~purposes of determining realized gains and losses, the cost of securities sold is based on specific identification.

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

Long-Lived Assets: The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. An impairment is considered to exist if the total estimated undiscounted cash flows are less than the carrying amount of the asset. An impairment loss is measured and recorded to the extent that the carrying amount of the asset exceeds its estimated fair value. No asset impairment was recorded during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016.~~2019.

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 is an indefinite-lived intangible asset until the development is complete at which time the useful life of the asset will be assigned. 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 three months ended March 31, 2020 and 2019. Realization of this asset is dependent upon the successful completion of the Company’s research and development efforts.

Revenue ~~Recognition~~Recognition:: In May 2014, the FASB issued new guidance related to revenue recognition, which outlines a comprehensive revenue recognition model and supersedes most current revenue recognition guidance. The new guidance requires a company to recognize revenue as control of goods or services transfers to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services. It defines a five-step approach for recognizing revenue, which may require a company to use more judgment and make more estimates than under the current guidance. The Company ~~recognizes~~adopted this standard on January 1, 2018 using the modified-retrospective method and it did not have a material impact on the condensed and consolidated financial statements.

Grant revenue, ~~where persuasive evidence~~which is not within the scope of ~~an arrangement exists, delivery has occurred, the price is fixed or determinable,~~Topic 606, consists of funding under cost reimbursement programs primarily from federal and ~~collectability is reasonably assured. Service revenues~~non-profit foundation sources for qualified research and development activities performed by us, and as such, are ~~generally recognized as fees for service contracts, including payments for Company personnel~~not based on ~~a per-day basis~~estimates that are susceptible to change. Such amounts are invoiced and ~~reimbursement for subcontractors and supplies on a cost-incurred basis. Under our milestone-based contracts, consideration associated with at-risk substantive performance milestones is recognized~~recorded as revenue ~~upon the achievement of the related milestone,~~ as defined in the respective contracts. All revenue for the nine months ended September 30, 2017 and 2016 was from sources inside the United States, was from contractual research projects and grants, and there was no licensing revenue. The Company recorded no other revenue for the nine months ended September 30, 2017 and 2016.

In our Master Services Agreement with the Bill and Melinda Gates Foundation, we grant them a royalty-free license for use of intellectual property developed in low-income economies and lower-middle-income economies according to the World Bank classification and expressly excludes all of North America and Europe. The Company retains all rights to the use of intellectual property outside of these regions.grant-funded activities are performed.

Income Taxes: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Management regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established, increased or decreased, an income tax charge or benefit is included in the condensed and consolidated financial statements and net deferred tax assets are adjusted accordingly. As of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, a full valuation allowance has been established on the net deferred tax asset.

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

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

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services received follows the provisions of ASC Topic ~~505-50.~~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.

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

Net Loss Per Common Share: Basic net (loss) income per common share excludes any dilutive effects of equity instruments. We compute basic net (loss) income per common share using the weighted average number of common shares outstanding during the period. We compute diluted net (loss) income per common share using the weighted average number of common shares and common stock equivalents outstanding during the period. For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, common stock equivalents including 679,923 shares of convertible preferred stock, 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 March 31, 2019, common stock equivalents including 577,063 shares of convertible preferred stock, options for 566,667 shares of common stock and warrants for 110,884 shares of common stock were excluded because their effect was anti-dilutive.

Subsequent Events: The Company has evaluated all subsequent events through the date of this filing. On April 17, 2020, the Company received $71,268 in funding from the SBA under their Paycheck Protection Program and we expect that most, if not all of this funding will be forgiven.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, in connection with preparing financial statements for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable) and provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The adoption of this guidance did not have an impact on the condensed and consolidated financial statements.

In November 2014, the FASB issued ASU 2015-17, “Income Taxes (Topic 740) Related to the Balance Sheet Classification of Deferred Taxes,” which will require entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs) as non-current in a classified balance sheet. The ASU simplifies the current guidance (ASC 740-10-45-4), which requires entities to separately present DTAs and DTLs as current and non-current in a classified balance sheet. The ASU is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. Adoption has not had a material impact on the condensed and consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718)." This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. We have adopted this standard and it did not have a material impact on the condensed and consolidated financial statements.

In May 2014, and further amended in August 2015, March 2016 and April 2016, ASUs No. 2014-09, No. 2015-14, No. 2016-08, and No. 2016-10 were issued related to revenue from contracts with customers which supersedes existing revenue recognition guidance. In August 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. The core principle of the comprehensive new guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The guidance defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The new standard permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The Company will apply the retrospective method and expects incremental disclosures.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We anticipate that there will be no impact as the Company only has month-to-month leases.

~~In January~~June 2016, the FASB issued ASU ~~2016-01,~~2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, ~~- Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This ASU is intended~~” which requires entities to ~~improve the recognition and measurement~~estimate all expected credit losses for certain types of financial ~~instruments. Among other things, this ASU requires certain equity investments~~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 ~~be measured at fair value with changes in fair value recognized in net income.~~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, ~~2017, and~~2020, including interim periods ~~therein. The Company is currently assessing~~within that reporting period and did not have an impact on the ~~impact this guidance will have on its~~Company’s condensed and consolidated financial statements.

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.

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.

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 following tables summarize the basis used to measure certain financial assets and liabilities at fair value on a recurring basis in the condensed and consolidated balance sheets:~~

The following ~~summarizes~~table presents the ~~valuation technique~~Company’s financial assets that were accounted for ~~assets and liabilities measured and recorded~~ at fair ~~value:~~value on a recurring basis as of March 31, 2020 and December 31, 2019, by level within the fair value hierarchy:

For the Company’s Level 1 measures, which represent common stock in publicly traded companies, ~~treasury bonds or bank certificates of deposit,~~ fair value is based on the last closing trade occurring on, or closest to, the respective period end date. The carrying value of financial instruments, including cash, receivables, accounts payable and accrued expenses, approximates their fair value at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016~~2019 due to the relatively short-term nature of these instruments.


	September 30,			December 31,			March 31,			December 31,
	2017			2016			2020			2019
Equipment	$	432,499		$	432,499		$	432,499		$	432,499
Software		63,179			63,179			63,179			63,179
Furniture and fixtures		7,987			7,987			7,987			7,987
		503,665			503,665			503,665			503,665
Accumulated depreciation		(328,126	)		(297,939	)		(424,312	)		(414,783	)
Property and equipment, net	$	175,539		$	205,726		$	79,353		$	88,882

Depreciation expense for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 was ~~$30,187~~$9,529 and ~~$26,202,~~$9,529, respectively.


	September 30,			December 31,			March 31,			December 31,
	2017			2016			2020			2019
Acquired research in progress - indefinite lived	$	4,016,596		$	4,016,596		$	4,016,596		$	4,016,596
Patents		52,045			52,045			52,045			52,045
Accumulated amortization		(27,194	)		(25,243	)		(33,700	)		(33,049	)
Intangible assets, net	$	4,041,447		$	4,043,398		$	4,034,941		$	4,035,592

The Company expects to recognize ~~$2,603~~$2,602 of amortization expense related to its patents during each of the next five years and the remaining ~~$11,836~~$5,335 thereafter. Amortization expense for the patents during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 was ~~$1,951~~$651 and ~~$1,951,~~$650, respectively.

In its merger completed on October 19, 2015, the Company acquired research in progress. The value of the acquired research in progress was based upon several factors including, evaluation of other intangible assets, the purchase price, estimated future cash flows, and the amounts expended on the research to date. Acquired research in progress is an indefinite lived intangible asset until the development phase is complete, at which time a useful life of the asset will be determined. The research in progress was the identification and validation of genes to provide pest and disease resistance to ~~soybean~~ plants performed by EG ~~I, LLC.~~I. The research had been in process since November 2010 and the Company expects to complete the research and place this asset in service in ~~late 2018.~~the second half of 2020. Additional costs to complete the research are expected to be approximately ~~$250,424,~~$102,000, 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.

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, 2017,~~March 31, 2020 and December 31, 2019, 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.~~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 30, 2017,~~December 31, 2019, 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 30, 2017,~~March 31, 2020, 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.~~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.~~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 30, 2017,~~March 31, 2020, there were ~~$378,324~~$1,022,052 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.

Warrants: As of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, the Company had outstanding warrants to purchase ~~110,884~~110,856 and ~~113,479~~110,884 shares, respectively of the Company’s Common Stock. The following table summarizes the status of the Company’s aggregate warrants outstanding:

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 ~~reload in~~are available for reissuance under the ~~Plan for future issuance.~~Plan. For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, the Company recorded compensation costs for ~~incentive~~ stock options of ~~$77,253~~$54,930 and ~~$69,903,~~$17,278, respectively. Stock options are generally issued with an exercise price at or above the estimated per-share value of the Company’s Common Stock. The Company granted no options during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~380,000 options at exercises prices of $3.00 and $3.50 per share during the nine months ended September 30, 2016.~~2019.

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

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


	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Term(Years)		Total Intrinsic Value		Number of Options				Weighted Average Exercise Price		Weighted Average Remaining Term(Years)			Total Intrinsic Value

Balance, January 1, 2016		186,667	$	0.55		7.39
Balance, January 1, 2019									566,667			$	2.33		5.95
Granted		380,000		3.21		10.00				640,000				1.54		9.83
Exercised		—		—		—				—				—		—
Cancelled		—		—		—				(125,000	)			3.00		7.00

Balance, December 31, 2016		566,667	$	2.33		7.95
Balance, December 31, 2019									1,081,667			$	1.74		7.85

Exercisable at December 31, 2016		216,667	$	0.89		5.91

Balance, January 1, 2017		566,667	$	2.33		7.95
Balance, January 1, 2020									1,081,667			$	1.74		7.85
Granted		—		—		—				—				—		—
Exercised		—		—		—				—				—		—
Cancelled		—		—		—				—				—		—

Balance, September 30, 2017		566,667	$	2.33		7.20	$	84,000
Balance, March 31, 2020									1,081,667			$	1.74		7.60		$	—

Exercisable at September 30, 2017		333,334	$	1.71		6.29	$	84,000
Exercisable at March 31, 2020									508,333			$	1.96		5.83		$	177,334

During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, options for ~~116,667~~0 and 083,334 shares vested, respectively. As of ~~September 30, 2017,~~March 31, 2020, there was ~~$145,062~~$570,238 of unrecognized compensation cost related to share-based compensation arrangements that will be recognized over the next ~~20 months.~~three years.

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 30, 2017~~December 31, 2019 are $2,378 per month which continues on a month-to-month basis. There is no minimum lease commitment as of ~~September 30, 2017.~~March 31, 2020. Renewals after June 30, 2017 are by mutual agreement. The Company’s rent expense for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 was ~~$21,401~~$7,134 and ~~$20,884,~~$7,134, respectively.

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 30, 2017,~~March 31, 2020, thus limiting any future royalties as of ~~September 30, 2017~~March 31, 2020 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 30, 2017~~March 31, 2020 and ~~2016~~2019 because it has not received any revenue from the sale of products to date.

Steve B. Warnecke: Mr. Warnecke is the Company’s Chief Executive Officer and Chairman of the Board and owns, directly or indirectly, 1,932,088 shares or 29.9% of the Common Stock outstanding as of ~~September 30, 2017.~~

~~VetDC, Inc.:~~ ~~VetDC, Inc., a Delaware C corporation, is focused on developing pet therapeutic products and is related to the Company through common ownership and management. During the year ended December~~March 31, ~~2016, the Company sold all of its remaining shares of VetDC, Inc.~~2020.

~~Revenue and Account Receivable Concentrations~~: The Company is dependent on a relatively few sources of revenue from grants and commercial research contracts. For the nine months ended September 30, 2017, the Company had one customer that represented all gross service revenue. As of December 31, 2016, 100% of the Company’s accounts receivable were due from one customer. As of September 30, 2017 and December 31, 2016, the maximum exposure to credit losses for this customer was $0 and $9,289, respectively. Loss of this customer without acquisition of additional customers could significantly impact the Company’s revenue.

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.

Sources of funding to meet prospective cash requirements include the Company’s existing cash balances and investments. As of March 31, 2020 we had $10,653 in our bank accounts and $29,694 of trading securities. On April 17, 2020, the Company received $71,268 in funding from the SBA under their Paycheck Protection Program and we expect that most, if not all of this funding will be forgiven. This will not be enough to pay for our expenses for the year ending December 31, 2020 without any additional revenue from grants or licensing revenue or additional capital infusions. We are marketing our banana genes in 2020 which may lead to revenue but may not be able to market our soybean genes until the research is finished. We have flexibility to reduce operating costs and also to delay research projects. We will require additional capital to complete our projects. These factors create substantial doubt as to our ability to continue as a going concern. The accompanying condensed and consolidated financial statements do not include any adjustments that may result if the Company is unable to continue as a going concern.

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

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

Evolutionary Genomics, Inc. ~~(the~~(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 ~~Articles~~Company reincorporated in the state of ~~Merger of Fonahome Corporation, a Minnesota Corporation, into~~Nevada and merged with its wholly-owned subsidiary, Fona, Inc., ~~a Nevada Corporation, were filed~~adopting the surviving company’s name, Fona, Inc. The capital structure 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 ~~Nevada Secretary~~resolutions adopted by the Corporation’s Board providing for the issuance of ~~State.~~ such preferred stock or series thereof.

On ~~September~~June 6, 2014, Evolutionary Genomics, Inc., a Delaware corporation ~~(“EG”), EG I, LLC (“EG I”) and~~merged with Fona, Inc., treated as a Nevada corporation (“Fona”), Fona Merger Sub, Inc., a Delaware corporation (“Sub”) and Fona Merger Sub, LLC, a Colorado limited liability company (“Sub LLC”), entered into an Agreement and Plan of Merger as amended by the Amended and Restated Agreement and Plan of Merger dated March 2, 2015 (the “Merger Agreement”), pursuant to which, on October 19, 2015 Sub mergedreverse acquisition with ~~EG and Sub LLC merged with EG I, with each EG and EG I surviving as wholly owned subsidiaries of Fona. On October 19, 2015, Fona changed its name to~~ 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 ~~September~~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 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 ~~has~~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 to the industry. The top seed companies control much of the implementation of new seed 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 seed companies.

Evolutionary Genomics’ primary source of revenue to date has been contract services revenue for research performed by Evolutionary Genomics on behalf of other commercial entities and grant income received from governmental agencies, industry associations and grant making foundations for research performed. Ownership of the intellectual property developed can vary from Evolutionary Genomics retaining all intellectual property rights to retaining none of the developed intellectual property for the crop that is the subject of the project. In addition to the revenue resulting from contract services and grants, Evolutionary Genomics has entered into licensing agreements for the commercial use of intellectual property that we have developed. Licensing revenue can be lump sum payments, milestone payments upon achievement of defined goals and/or percentages of revenue for products sold by licensee. These payments are often many years after completion of gene identification project as licensees engage in significant additional testing including field trials prior to integration into licensee commercial germplasm lines. There can be no guarantee that these licensing agreements will result in any additional revenue for Evolutionary Genomics as further development of licensed intellectual property is mostly controlled by the licensee.

~~The United States Patent and Trademark Office issued to~~On June 26, 2018, the Company ~~patent 8,710,300 titled EXPRESSION OF DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS ENHANCES PATHOGEN RESISTANCE IN PLANTS on April 29, 2014~~was awarded an Advanced Industries Accelerator Grant by the State of Colorado in the amount of $250,000 to identify and ~~patent 9,605,274 titled DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS on March 28, 2017. On July 25, 2017 we received issuance~~validate pathogen resistance genes in bananas and complete validation and marketing tomato and corn genes. The Company maintains ownership of ~~Chinese patent ZL201380039727.4 which is similar to US patent number 9,605,274 and we imminently expect~~all intellectual property developed from the ~~issuance~~use of a similar patent in Canada. Evolutionary Genomics has also filed other international patents on EG261 and engaged in discussions with seed companies regarding further validation of the effectiveness of EG261. Based on information received in those discussions, Evolutionary Genomics has engaged in a whole plant validation trial of EG261, EG19 (another soybean pest resistance gene) and a synthetic gene with the University of Missouri.grant funds. The Company has also discovered additional candidate genes that may impact pathogen resistance in multiple crops and genes that may impact fiber length in cotton. There can be no assurance that any of these genes will be proven effective in validation testing or lead to licensing agreements orrecognized all revenue ~~and~~from this ~~strategy will require Evolutionary Genomics to incur significant research costs prior to any confirmation of commercial viability.~~grant.

Evolutionary Genomics intends to continue to pursue grant funding from governmental agencies, industry associations and grant making ~~foundations but these~~foundations. These sources of funding are often subject to limitations in available funds, funding priorities in areas other than ~~the~~ our area of focus, political uncertainties, long approval processes and competition with other research proposals. If such funding is not available, Evolutionary Genomics may incur the costs of these projects with the prospect of revenue uncertain and likely many years in the future.

The single most valuable step in the process of crop improvement is the identification of the key genes among the 30,000 in the genome that has the desired impact. Evolutionary Genomics’ soybean pest resistance project is an illustration of the evolution of a project from concept through marketing to seed companies. The project has yielded identified genes for pest resistance in soybeans and, in hairy root assays on one of these genes, EG261, at the University of Wisconsin – Madison, proved that EG261 impacted resistance. Evolutionary Genomics has had discussions with seed companies to commercialize the genes and intends to continue those discussions after completion of validation testing with two generation, whole plant validation results. The Company has extended this pest resistance research to other crops including beans, tomatoes, cotton and maize in various stages or progress.

On April 29, 2014, the United States Patent and Trademark Office issued patent 8,710,300 titled EXPRESSION OF DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS ENHANCES PATHOGEN RESISTANCE IN PLANTS. On December 5, 2017, the United States Patent and Trademark Office issued patent 9,834,783 which extended the previous patent to include additional variations of the gene. During 2017, the Company was issued similar patents in Canada, Brazil and China and has additional patents pending in Argentina and India. On January 16, 2020, the Company filed a patent application on its second soybean pest/disease resistance gene, EG19 and has included that gene in its ongoing two generation, whole plant validation research with the University of Missouri and with the Wisconsin Crop Innovation Center. Evolutionary Genomics engaged in discussions with seed companies regarding further validation of the effectiveness of EG261. Based on information received in those discussions, Evolutionary Genomics has engaged in a whole plant validation trial of EG261 and EG19 at the University of Missouri and the Wisconsin Crop Innovation Center.

We previously expected to complete the soybean research in the second quarter of 2020. Subsequent to March 31, 2020, our academic labs have informed us that they are not starting any new projects due to the Covid-19 pandemic and we now believe that the project will be delayed into the second half of 2020. If this research is not completed within a reasonable timeframe or within estimated costs, future licensing revenue, the valuation of our research in progress and the financial condition of the Company could be significantly impacted. The full impact that COVID-19 will have on our business will depend on a number of factors such as the duration and extent of COVID-19, the effect of governmental actions, responses of our third-party research partners, and general economic activity, as described in Part II, Item 1A “Risk Factors” in this Form 10-Q.

As a small company restricted by our limited resources, we cannot afford to generate vast numbers of events. Moderate success is important enough to indicate that further optimization can lead to significantly improved results. We must prove that there is enough evidence to warrant additional trials by companies with vastly more resources to build on our success but the single most valuable step in this process is the identification of the gene that has the desired impact and we have identified two of these genes, EG261 and EG19.

With transgenic change to plants, we use multiple tools to try to land the gene in the right spot in the genome but it is still an imperfect artform. We need to generate enough events in which the gene lands in the right place and is then inherited into the next generation with the right expression level. A low percentage of all attempts result in a testable event and, even then, you cannot be sure that the gene falls into the perfect spot or is expressed at the optimal level. We must generate enough events so that we have a few that genuinely show the impact of the gene. False negatives are the rule and we cannot be discouraged by them. A small number of successes can greatly outweigh a large number of false negatives.

Over the last three years, Dr. Zhang’s lab at the University of Missouri has been attempting to create transgenic events with eleven constructs of EG261 and EG19 along with controls which are tested to confirm that the gene landed in the genome and was inherited into the next generation. Heritable events are then grown to seed and the seeds are tested to see if they are homozygous and are tested to see how many copies of the gene are inherited. The seeds from these homozygous plants are the T2 generation that is tested for resistance impact. Promising T2 lines are grown to seed to generate T3 plants for further resistance testing. When enough data is accumulated, we will present our results to seed companies.

On December 3, 2014, Evolutionary Genomics entered into a Fee for Service Agreement with The Curators of the University of Missouri for the development of transgenic soybean plants with candidate genes for Soybean Cyst Nematode (SCN) resistance. A critical element of the research with the University of Missouri was to generate a large enough number of heritable single copy events to facilitate the next stage of resistance testing with Dr. Nguyen’s lab at the University of Missouri. There have been a small number of events indicating of the impact of both EG261 and EG19 but not nearly enough events were produced to create robust data sets. We continue to process the small number of viable events at the University of Missouri to test for Soybean Cyst Nematode (“SCN”) resistance. No further amounts will be due under this contract.

It is critical to note that the soybean transformation project difficulties at the University of Missouri do not reflect on the efficacy of our genes but, instead, are a reflection of their process not creating enough transgenic events.

We need to generate additional viable events at another institution and have entered into a Service Agreement with Wisconsin Crop Innovation Center (“WCIC”) under which they have transformed soybeans using our genes. WCIC guarantees a minimum number of successful events, have helped to establish the right combinations to achieve a range of expression and will test to assure us of successful events. WCIC has events from seven constructs of EG261 and EG19 growing in their greenhouses. These plants will be harvested in the second quarter of 2020 at which time we planned to begin SCN resistance testing of these lines at the University of Missouri. The lab at the University of Missouri has informed us that they are not starting any new projects due to the Covid-19 pandemic. Our planned project to perform SCN resistance testing of our soybean genes is therefor on indefinite hold.

If we are able to resume SCN resistance testing and results confirm the findings of the University of Wisconsin-Madison for EG261 and the effectiveness of the new gene, EG19, the Company will look to enter into negotiations for a long-term research collaboration and licensing agreement with seed companies. This type of agreement will likely have an upfront payment, milestone payments during their testing and a licensing royalty stream once the genes are incorporated into commercial seed lines. The testing phase includes field trials which may proceed for several years prior to generating licensing revenue. There are many risks in this process including some that are outside of Evolutionary Genomics’ control and there can be no guarantee that we will ever generate any revenue from these potential agreements. If Evolutionary Genomics receives product royalties from the soybean genes, it is required to pay the United Soybean Board a ten percent royalty stream not to exceed 150% of the grant amount of $262,400.

The Company has identified pest/disease resistance genes in other commercially valuable crops. The Company is currently engaged with the University of Missouri to perform two generation, whole plant testing of genes in tomatoes and corn that may lead to increased pest/disease resistance. This project is currently on hold pending results from our soybean project and the availability of funding. If successful, we intend to market them to the seed industry.This strategy will require 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.

Evolutionary Genomics has identified a gene in tomatoes that impacts the plant’s ability to tolerate salt and a gene that appears to control sweetness. On January 9, 2018, the United States Patent and Trademark Office issued patent 9,862,962 titled IDENTIFICATION AND USE OF TOMATO GENES CONTROLLING SALT/DROUGHT TOLERANCE AND FRUIT SWEETNESS. Despite discussions with seed companies, the Company has not been able to reach any agreement to license these genes and there can be no assurance that we will ever realize any revenue from these genes.

In 2014, the Company began a project to identify genes in cotton that may impact traits of commercial interest. In particular, we intend to focus on pest resistance and fiber length. We have used our Adapted Traits Platform to identify positively selected candidate genes and intend to further research these genes to confirm that they were positively selected. If any of these genes remain promising, we intend to contract with an independent lab to validate the effectiveness of those genes. These studies can be very costly and there can be no assurance that we will be successful with this project.

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. This market is now critically imperiled.

In 2018, the Company began a project to identify genes in wild banana relatives that are resistant to Fusarium. We believe that we are uniquely qualified to provide a solution to this crisis. 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, 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 be best 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 have also entered into discussions with the largest banana companies in the world. Based on previous experience and common practice in the agriculture industry, we believe that potential agreements with these companies may include some combination of upfront payments for research completed to date, partial or full funding of validation trials, lumpsum milestone payments and/or long term royalty payments upon their use of our gene in production. The Company is engaged in advanced discussions with one of these banana companies regarding a relationship to further develop our banana genes through transformation and validation. We expect to incur significant expenses for the transformation and validation of our banana genes over the next twenty-four months which we expect to be funded by this agreement. There can be no assurance that we will reach such an agreement or that the funding will be available.

If we are able to successfully transform and validate our banana genes, which will likely take 24-36 months, we hope to enter into a long term royalty contract with one or more banana producers based on banana revenue, banana plants produced or acres planted with plants with our gene. There are many risks associated with achieving these desired results including but not limited to:

-We may not reach agreement with any of the banana companies for funding of the transformation/validation;

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

-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;

-Globally regulations and/or consumer preference may prevent the successful commercial launch of bananas with genetics changed using our methods; and

-We will be dependent on other companies for the successful production and marketing of bananas with our genes and many factors will be outside of our control.

These and other risk factors are discussed in more detail in our 10-K filing dated March 30, 2020.

Evolutionary Genomics has no registered trademarks. The Company had ~~three~~two full time employees and one ~~part time~~part-time employee as of ~~September~~March 30, ~~2017~~2020 and leases its operating facility on a month-to-month basis after ~~September~~June 30, 2017. Evolutionary Genomics is not currently involved in or aware of any threatened or actual legal proceedings.


	Three Months Ended September 30,											Nine Months Ended September 30,													Three Months Ended March 31,
	2017					2016						2017						2016							2020							2019
	Amount			Percent of Revenue		Amount			Percent of Revenue			Amount			Percent of Revenue			Amount			Percent of Revenue				Amount			Percent of Revenue				Amount			Percent of Revenue
Service and grant revenue	$	—			N/A	$	31,830			100.0	%	$	32,690			100.0	%	$	150,069			100.0	%
Grant revenue																								$	12,500			100.0	%		$	32,366			100.0	%
Research and development		145,963			N/A		126,231			396.6	%		653,344			1998.6	%		435,273			290.0	%			93,222			745.8	%			131,684			406.9	%
Salaries and benefits		62,144			N/A		69,437			218.1	%		209,755			641.6	%		194,903			129.9	%			92,430			739.4	%			54,779			169.2	%
General and administrative		60,253			N/A		70,770			222.3	%		210,329			643.4	%		227,633			151.7	%			56,665			453.3	%			58,254			180.0	%
Total operating expenses		268,360			N/A		266,438			837.1	%		1,073,428			3283.7	%		857,809			571.6	%			242,317			1938.5	%			244,717			756.1	%
Operating (loss)		(268,360	)		N/A		(234,608	)		-737.1	%		(1,040,738	)		-3183.7	%		(707,740	)		-471.6	%			(229,817	)		-1838.5	%			(212,351	)		-656.1	%
Other income and (expenses)		15,159			N/A		(36,449	)		-114.5	%		(15,189	)		-46.5	%		(173,881	)		-115.9	%			(11,999	)		-96.0	%			11,954			36.9	%
Income Taxes																									—			0.0	%			—			0.0	%
Net loss	$	(253,201	)		N/A	$	(271,057	)		-851.6	%	$	(1,055,927	)		-3230.1	%	$	(881,621	)		-587.5	%		$	(241,816	)		-1934.5	%		$	(200,397	)		-619.2	%
Preferred stock dividend		(60,592	)		N/A		(59,688	)		-187.5	%		(181,775	)		-556.1	%		—			0.0	%			(71,391	)		-571.1	%			(60,591	)		-187.2	%
Net loss attributable to common stockholders	$	(313,793	)		N/A	$	(330,745	)		-1039.1	%	$	(1,237,702	)		-3786.2	%	$	(881,621	)		-587.5	%		$	(313,207	)		-2505.7	%		$	(260,988	)		-806.4	%

Service revenue decreased ~~$31,830,~~$19,866, or ~~100%~~61.4%, to $0$12,500 for the three months ended ~~September 30, 2017~~March 31, 2020 from ~~$31,830~~$32,366 for the three months ended ~~September 30, 2016.~~March 31, 2019. The decrease was ~~primarily~~ due to decreased revenue recognized from the State of Colorado ~~grant which is complete.~~

Service revenue decreased $117,379, or 78.2%, to $32,690 for the nine months ended September 30, 2017 from $150,069 for the nine months ended September 30, 2016. The decrease was primarily due to decreased revenue recognized from Bill and Melinda Gates Foundation and from the State of Colorado grant, both of which are complete.

Operating expenses ~~increased $1,922,~~decreased $2,400, or ~~0.7%,~~1.0% to ~~$268,360~~$242,317 for the three months ended ~~September 30, 2017~~March 31, 2020 from ~~$266,438~~$244,717 for the three months ended ~~September 30, 2016. Operating expenses consist of research and development expense, salaries and benefits and general and administrative expense. Changes in these items are described below.~~

Operating expenses increased $215,619, or 25.1%, to $1,073,428 for the nine months ended September 30, 2017 from $857,809 for the nine months ended September 30, 2016 and were 3,283.7% of revenue for the nine months ended September 30, 2017 compared to 571.6% of revenue for the nine months ended September 30, 2016. Operating expenses consist of research and development expense, salaries and benefits and general and administrative expense.March 31, 2019. Changes in these items are described below.

Research and development ~~increased $19,732,~~decreased $38,462, or ~~15.6%~~29.2%, to ~~$145,963~~$93,222 for the three months ended ~~September 30, 2017~~March 31, 2020 from ~~$126,231~~$131,684 for the three months ended ~~September 30, 2016.~~March 31, 2019. The ~~increase~~decrease was primarily due ~~to increased legal costs.~~

~~Research and development increased $218,071, or 50.1%, to $653,344~~todecreased costs for ~~the nine months ended September 30, 2017 from $435,273 for the nine months ended September 30, 2016. The increase was primarily due to increased costs on~~ our pest resistance projects. ~~As a percentage of revenue, research and development expenses were 1,998.6% for the nine months ended September 30, 2017 compared to 290.0% of revenue for the nine months ended September 30, 2016.~~

Salaries and benefits ~~decreased $7,293,~~increased $37,651, or ~~10.5%~~68.7%, to ~~$62,144~~$92,430 for the three months ended ~~September 30, 2017~~March 31, 2020 from ~~$69,437~~$54,779 for the three months ended ~~September 30, 2016. The decrease was primarily due to lower stock compensation expenses in the three months ended September 30, 2017 compared to the three months ended September 30, 2016.~~

~~Salaries and benefits increased $14,852, or 7.6%, to $209,755 for the nine months ended September 30, 2017 from $194,903 for the nine months ended September 30, 2016.~~March 31, 2019. The increase was primarily due to ~~raises for employees and~~ increased costs of health insurance. As a percentage of revenue, salaries and benefits were 641.6% for the nine months ended September 30, 2017 compared to 129.9% of revenue for the nine months ended September 30, 2016.stock compensation costs.

General and administrative expenses decreased ~~$10,517,~~$1,589, or ~~14.9%~~2.7%, to ~~$60,253~~$56,665 for the three months ended ~~September 30, 2017~~March 31, 2020 from ~~$70,770~~$58,254 for the three months ended ~~September 30, 2016.~~March 31, 2019. The decrease was primarily due to decreased professional fees.

General and administrative expenses decreased $17,304, or 7.6%, to $210,329 for the nine months ended September 30, 2017 from $227,633 for the nine months ended September 30, 2016. The decrease was primarily due to decreased professional fees. As a percentage of revenue, general and administrative expenses were 643.4% for the nine months ended September 30, 2017 compared to 151.7% of revenue for the nine months ended September 30, 2016.

Total ~~net~~ other income ~~increased $51,608,~~and (expense) decreased $23,953, or ~~141.6%~~200.4%, to ~~$15,159~~($11,999) of expense for the three months ended ~~September 30, 2017~~March 31, 2020 from ~~$(36,449)~~$11,954 of income for the three months ended ~~September 30, 2016. The increase was primarily due to unrealized gains on trading securities compared to unrealized losses in the prior period.~~

~~Total net other expenses decreased $158,692, or 91.3%, to $15,189 for the nine months ended September 30, 2017 from $173,881 for the nine months ended September 30, 2016.~~March 31, 2019. The decrease was primarily due to lower unrealized losses on trading securities. As a percentage of revenue, other expenses was 46.5% for the nine months ended September 30, 2017 compared to 115.9% of revenue for the nine months ended September 30, 2016.

The Company records a valuation allowance for certain temporary differences for which it is more likely than not that it will not receive future tax benefits. It assesses its past earnings history and trends, sales backlogs, and projections of future net income. The Company recorded a valuation allowance for the entire amount of the net deferred tax asset because of our history of net losses and its decision that it is unlikely to recognize sufficient net income to realize the benefit of these assets over time until such time that the Company has had a reasonable history of net income. We will continue to review this valuation allowance and make adjustments as appropriate.

As of December 31, 2016 and 2015, the Company maintained federal net operating loss (“NOL”) carry-forwards of $5,195,000 and $4,322,000, respectively. Use of NOL carry-forwards are limited by the provisions of section 382 of the Internal Revenue Code. As of December 31, 2016, we also maintained a general business tax credit carryover of approximately $254,000 related to our qualifying research and development activities. The NOL carry-forwards and tax credits expirechanges in the ~~years 2027 through 2035.~~market price of marketable securities.

Net (loss) ~~decreased $17,752,~~increased $41,419, or ~~6.6%~~20.7%, to ~~$253,201~~$241,816 for the three months ended ~~September 30, 2017~~March 31, 2020 from ~~$271,057~~$200,397 for the three months ended September 30, 2016. The decrease was primarily due to unrealized gains on trading securities and decreased professional fees partially offset by increased costs on our pest resistance projects and increased wages

~~Net (loss) increased $174,306, or 19.8%, to $1,055,927 for the nine months ended September 30, 2017 from $881,621 for the nine months ended September 30, 2016.~~March 31, 2019. The increase was primarily due to decreased revenue from the State of Colorado grant, increased stock compensation costs and unrealized losses on marketable securities and partially offset by decreased costs on our pest resistance ~~projects and decreased revenue partially offset by decreased unrealized losses on trading securities.~~projects.

The Company’s working capital decreased ~~$946,536~~$176,706 to ~~$1,160,950~~($77,958) as of ~~September 30, 2017~~March 31, 2020 from ~~$2,107,486~~$98,748 as of December 31, ~~2016~~2019 primarily due the net ~~loss from operations.~~loss.

The Company has historically financed operations through cash flows from operations and equity transactions. Net cash used in operating activities was ~~$924,315~~$34,788 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 compared to ~~$784,304~~$124,079 for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2019. The ~~$140,011,~~$89,291, or ~~17.9%~~72.0%, ~~increase~~decrease was primarily due to an increase in accounts payable, a decrease in accounts receivable and prepaid expenses, an increase in stock compensation and a unrealized loss on investments compared to an unrealized gain in the prior year partially offset by the increased net ~~loss partially offset smaller decreases in cash used to reduce accounts payable and accrued expenses.~~operating loss. Net cash flows ~~used~~ for investing activities ~~decreased to $502,175~~was $0 for the ~~nine~~three months ended ~~September 30, 2017 from $1,304,256 for the nine months ended September 30, 2016 primarily due to the decreased purchases of trading securities (treasury bonds~~March 31, 2020 and ~~bank certificates of deposit). We expect to use proceeds from the sale of these treasury bonds and bank certificates of deposit to fund operations and working capital needs.~~2019. Net cash provided from financing activities was ~~none~~$0 for the ~~nine~~three months ended ~~September 30, 2017 compared~~March 31, 2020 and 2019.

Sources of funding to ~~$3,004,033~~meet prospective cash requirements include the Company’s existing cash balances and investments along with grant funds. As of March 31, 2020 we had $10,653 in our bank accounts and $29,694 of trading securities. On April 17, 2020, the Company received $71,268 in funding from the SBA under their Paycheck Protection Program and we expect that most, if not all of this funding will be forgiven. This will not be enough to pay for our expenses for the ~~nine~~year ending December 31, 2020 without any additional revenue from grants or licensing revenue or additional capital infusions. We are marketing our banana genes in 2020 which may lead to revenue but may not be able to market our soybean genes until the research is finished at an indefinite date. We have flexibility to reduce operating costs and also to delay research projects. We will require additional capital to complete our projects. These factors create substantial doubt as to our ability to continue as a going concern. The accompanying condensed and consolidated financial statements do not include any adjustments that may result if the Company is unable to continue as a going concern.

The Company is engaged in advanced discussions with one banana company regarding a relationship to further develop our banana genes through transformation and validation. We expect to incur significant expenses for the transformation and validation of our banana genes over the next twenty-four months ~~ended September 30, 2016 due~~which we expect to be funded by this agreement. There can be no assurance that we will reach such an agreement or that the funding will be available.

Without additional revenue, we believe that our current resources will not be sufficient to sustain our operations for a period greater than one year. The ability of the Company to continue its operations is dependent on Management's plans, which may include continuing to raise capital through equity or debt based financings and marketing the Company’s genes to obtain licensing revenue. There can be no assurances that such capital will be available to us on acceptable terms, or at all or that we will be successful in our marketing efforts.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the ~~issuance~~recovery of ~~preferred stock during~~ the ~~nine months ended September 30, 2016.~~recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

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

The Company leases its operating facility and pays its rent in monthly installments. The lease was renewed in June 2016 for a period of twelve months and monthly rentals for the period of July 1, 2016 through ~~September 30, 2017~~December 31, 2019 are $2,378 per month which continues on a month-to-month basis. There is no minimum lease commitment as of ~~September 30, 2017.~~March 31, 2020. Renewals after June 30, 2017 are by mutual agreement. The Company’s rent expense for the ~~nine~~three months ended ~~September~~March 31, 2020 and 2019 was $7,134 and $7,134, respectively.

On February 21, 2015, Evolutionary Genomics entered into a Sponsored Research Contract with The Curators of the University of Missouri for phenotyping transgenic soybean plants. As amended the contract calls for payments to be made on a per plant basis with no minimum future payments. We expect to continue this contract and will likely have additional amounts payable but the amount is indeterminable.

On May 3, 2018, Evolutionary Genomics entered into a Service Agreement with Wisconsin Crop Innovation Center for the development of transgenic soybean plants with total contract payments, including amendments of $141,631 of which $107,211 has been paid to date. We expect to pay the remaining $34,420 prior to June 30, ~~2017 and 2016 was $14,267 and $13,750, respectively.~~2020.

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, as of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in the Company’s reports to the Commission is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the period covered by this report, ~~the Company’s~~our disclosure controls and procedures are not effective at these reasonable assurance levels for the reasons stated 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. The Company does not believe that this control deficiency has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC’s reporting requirements and personally certifies the financial reports. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. (3) Due to the size of the Company and limited personnel, the Company has not hired an individual with technical accounting expertise within the accounting function.

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

Our Certifying Officers have indicated that there were no changes in our internal controls over financial reporting or other factors during the three months ~~ending September 30, 2017,~~ended March 31, 2020, that could significantly affect such controls subsequent to the date of ~~his~~their evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.

The impact of a novel strain of coronavirus (COVID-19), and measures to prevent its spread are affecting the macroeconomic environment and while the full impact is uncertain, our business and results of operations could be materially adversely affected. We previously expected to complete the soybean research in the second quarter of 2020. Subsequent to March 31, 2020, our academic labs have informed us that they are not starting any new projects due to the Covid-19 pandemic and we now believe that the project will be delayed into the second half of 2020. If this research is not completed within a reasonable timeframe or within estimated costs, future licensing revenue, the valuation of our research in progress and the financial condition of the Company could be significantly impacted. The impact on our business will depend on a number of factors such as the duration and extent of COVID-19, governmental actions, changes in consumer behavior, responses of our third-party business partners that offer our content through their platforms, and general economic activity.

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

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

~~During the three months ended September 30, 2017, the Company issued no additional shares of stock.~~None

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.


Nevada		26-4369698
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1026 Anaconda Drive, Castle Rock, CO		80108
(Address of principal executive offices)		(Zip Code)


Large accelerated filer¨		Accelerated filer¨
Non-accelerated filer¨þ	~~(Do not check if a smaller~~	Smaller reporting companyþ
	~~reporting company)~~	Emerging growth company¨


	Page Number

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	1

Condensed and Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2020 (unaudited) and December 31, ~~2016~~2019	2

Condensed and Consolidated Statements of Operations, Three ~~and Nine~~ Months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 (unaudited)	3

Condensed and Consolidated Statements of Stockholders’ Equity for the Quarterly Periods Ended March 31, 2020 and 2019 (unaudited)	4

Condensed and ConsolidatedStatements of Cash Flows, ~~Nine~~Three Months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 (unaudited)	45

Notes to Condensed and Consolidated Financial Statements	56

Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations	1314

Item 3. Quantitative and Qualitative Disclosures about Market Risk	1620

Item 4. Controls and Procedures	1720

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	1821

Item 1A. Risk Factors	1821

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1821

Item 3. Defaults Upon Senior Securities	1821

Item 4. Mine Safety Disclosures.	1821

Item 5. Other Information	1821

Item 6. Exhibits	1821


	September 30,			December 31,
	2017			2016
	(unaudited)
A S S E T S

Current assets
Cash	$	631,058		$	2,057,548
Accounts receivable		—			9,289
Trading securities		545,817			64,299
Prepaid expenses		8,399			22,414
Total current assets		1,185,274			2,153,550

Non-current assets
Property and equipment, net		175,539			205,726
Intangible assets, net		4,041,447			4,043,398
Total non-current assets		4,216,986			4,249,124
Total assets	$	5,402,260		$	6,402,674

L I A B I L I T I E S A N D S T O C K H O L D E R S ' EQUITY

Current liabilities
Accounts payable and accrued expenses	$	24,324		$	46,064
Total current liabilities		24,324			46,064

Long-term liabilities
Deferred tax liability		1,485,683			1,485,683
Total liabilities		1,510,007			1,531,747

Commitments and contingencies

Preferred Stock subject to possible redemption, $0.001 par value, 20,000,000 shares authorized
Series A-1 Convertible Preferred Stock, $0.001 par value; 600,000 shares authorized, 577,063 shares issued and outstanding; liquidation preference of $3,407,903		3,029,579			3,029,579

Stockholders' equity
Common Stock, $0.001 par value; 780,000,000 shares authorized, 5,881,898 shares issued and outstanding		5,882			5,882
Preferred Stock		378,324			196,549
Additional paid-in capital		12,474,690			12,579,212
Accumulated deficit		(11,996,222	)		(10,940,295	)
Total stockholders' equity		862,674			1,841,348
Total liabilities and stockholders' equity	$	5,402,260		$	6,402,674


	March 31,			December 31,
	2020			2019
	(unaudited)
ASSETS

Current assets
Cash	$	10,653		$	45,441
Accounts receivable		—			6,845
Investments		29,694			41,694
Prepaid expenses		15,270			24,183
Total current assets		55,617			118,163

Non-current assets
Property and equipment, net		79,353			88,882
Intangible assets, net		4,034,941			4,035,592
Total non-current assets		4,114,294			4,124,474
Total assets	$	4,169,911		$	4,242,637

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities
Accounts payable and accrued expenses	$	133,575		$	19,415
Total current liabilities		133,575			19,415

Long-term liabilities
Deferred tax liability		987,353			987,353
Total liabilities		1,120,928			1,006,768
Commitments and contingencies
Preferred Stock subject to possible redemption, $0.001 par value,
20,000,000 authorized at March 31, 2020 and December 31, 2019
Series A-1 Convertible Preferred Stock, $0.001 par value; 600,000
shares authorized, 577,063 shares issued and outstanding at
March 31, 2020 and December 31, 2019; liquidation
preference at March 31, 2020 of $4,013,819		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
March 31, 202 and December 31, 2019; liquidation
preference at March 31, 2020 of $577,827		540,015			540,015
Total preferred stock subject to possible redemption		3,569,594			3,569,594
Stockholders' equity
Preferred Stock		1,022,052			950,661
Common Stock, $0.001 par value; 780,000,000 shares authorized,
5,881,898 shares issued and outstanding at March 31, 2020 and December 31, 2019		5,882			5,882
Additional paid-in capital		12,064,940			12,081,401
Accumulated deficit		(13,613,485	)		(13,371,669	)
Total stockholders' (deficit) equity		(520,611	)		(333,725	)
Total liabilities and stockholders' (deficit) equity	$	4,169,911		$	4,242,637


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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016

Service and grant revenue	$	—		$	31,830		$	32,690		$	150,069

Operating expenses
Research and development		145,963			126,231			653,344			435,273
Salaries and benefits		62,144			69,437			209,755			194,903
General and administrative		60,253			70,770			210,329			227,633
Total operating expenses		268,360			266,438			1,073,428			857,809

Operating (loss)		(268,360	)		(234,608	)		(1,040,738	)		(707,740	)

Other income (expenses):
Investment income		8,738			3,231			5,468			7,743
Realized (loss) gain on the sale of investments		—			(1,524	)		—			7,175
Unrealized gain/(loss) on trading securities		6,421			(38,156	)		(20,657	)		(188,799	)
Total other (expenses)		15,159			(36,449	)		(15,189	)		(173,881	)

Net loss		(253,201	)		(271,057	)		(1,055,927	)		(881,621	)
Preferred stock dividend		(60,592	)		(59,688	)		(181,775	)		(131,764	)
Net loss attributable to common stockholders	$	(313,793	)	$	(330,745	)	$	(1,237,702	)	$	(1,013,385	)

Net loss per common share, basic and diluted	$	(0.05	)	$	(0.06	)	$	(0.21	)	$	(0.17	)

Weighted average common shares outstanding, basic and diluted		5,881,898			5,881,898			5,881,898			5,881,898


	Three Months Ended March 31, 2020
	Common Stock				Preferred		Additional			Accumulated			Stockholders'
	Shares		Amount		Dividend		Paid-In Capital			Deficit			(Deficit) Equity

Balance, December 31, 2019		5,881,898	$	5,882	$	950,661	$	12,081,401		$	(13,371,669	)	$	(333,725	)
Stock compensation		—		—		—		54,930			—			54,930
Preferred stock dividends		—		—		71,391		(71,391	)		—			—
Net loss		—		—		—		—			(241,816	)		(241,816	)
Balance, March 31, 2020		5,881,898	$	5,882	$	1,022,052	$	12,064,940		$	(13,613,485	)	$	(520,611	)


	Three Months Ended March 31, 2019
	Common Stock				Preferred		Additional			Accumulated			Stockholders'
	Shares		Amount		Dividend		Paid-In Capital			Deficit			Equity

Balance, December 31, 2018		5,881,898	$	5,882	$	681,282	$	12,294,952		$	(12,578,529	)	$	403,587
Stock compensation		—		—		—		17,278			—			17,278
Preferred stock dividends		—		—		60,591		(60,591	)		—			—
Net loss		—		—		—		—			(200,397	)		(200,397	)
Balance, March 31, 2019		5,881,898	$	5,882	$	741,873	$	12,251,639		$	(12,778,926	)	$	220,468


	For the Nine Months Ended
	September 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(1,055,927	)	$	(881,621	)
Adjustments to reconcile net loss to net cash flows from operating activities
Depreciation and amortization		32,138			28,153
Stock-based compensation		77,253			69,903
Realized gain on sale of trading securities		—			(7,175	)
Unrealized loss on trading securities		20,657			188,799
Changes in operating assets and liabilities:
Accounts receivable		9,289			(15,682	)
Prepaid expenses		14,015			12,580
Accounts payable and accrued expenses		(21,740	)		(129,279	)
Billings in excess of costs		—			(49,982	)
Cash flows from operating activities		(924,315	)		(784,304	)

Cash flows from investing activities:
Purchase of equipment		—			(103,195	)
Proceeds from sale of investments		—			1,418,184
Proceeds from sale of investment in VetDC, Inc.		—			55,000
Purchase of trading securities, net		(502,175	)		(2,674,245	)
Cash flows from investing activities		(502,175	)		(1,304,256	)

Cash flows from financing activities:
Proceeds from issuance of Preferred Stock, net of offering expense		—			3,004,033
Cash flows from financing activities		—			3,004,033

Net change in cash		(1,426,490	)		915,473

Cash, beginning of period		2,057,548			3,823

Cash, end of period	$	631,058		$	919,296

Supplemental cash flow information
Preferred stock dividend accretion	$	181,775		$	131,764


	Total		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Balance at December 31, 2016
Trading securities	$	64,299	$	64,299	$	—	$	—
	$	64,299	$	64,299	$	—	$	—
Balance at September 30, 2017
Trading securities	$	545,817	$	545,817	$	—	$	—
	$	545,817	$	545,817	$	—	$	—


	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Term(Years)

Balance, January 1, 2016		113,479		$	6.60		4.78
Granted		—			—		—
Exercised		—			—		—
Expired		—			—		—
Balance, December 31, 2016		113,479		$	6.60		3.78
Granted		—			—		—
Exercised		—			—		—
Expired		(2,595	)		6.60		—
Balance, September 30, 2017		110,884		$	6.60		3.13


	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Term(Years)

Balance, January 1, 2019		110,884		$	6.60		1.87
Granted		—			—		—
Exercised		—			—		—
Expired		—			—		—
Balance, December 31, 2019		110,884		$	6.60		0.87
Granted		—			—		—
Exercised		—			—		—
Expired		(28	)		6.60		—
Balance, March 31, 2020		110,856		$	6.60		0.62


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		XBRL Interactive Data File


	EVOLUTIONARY GENOMICS, INC.


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

	~~November 13, 2017~~May 12, 2020