Caution Regarding Forward-Looking Information





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



Company Overview



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




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



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

with
the SEC.



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



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



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

13





Business Model



Evolutionary Genomics' primary source of revenue through June 30, 2020 had been
contract services revenue and notes payable funding for research performed by
Evolutionary Genomics on behalf of other commercial entities and grant income
received from governmental agencies, industry associations and grant making
foundations for research performed. Ownership of the intellectual property in
these projects varies from Evolutionary Genomics retaining all intellectual
property rights to retaining none of the developed intellectual property for the
crop that is the subject of the project. In addition to contract services
revenue for research, Evolutionary Genomics intends to continue to pursue grant
funding from governmental agencies, industry associations and grant making
foundations. These sources of funding are often subject to limitations in
available funds, funding priorities in areas other than our area of focus,
political uncertainties, long approval processes and competition with other
research proposals.



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



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



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

Evolutionary Genomics' Business Strategy





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



During the 1950s the global banana industry was devastated by a disease (caused
by Fusarium fungus) that effectively wiped out the predominate variety of
commercial bananas know as Gros Michel leading to the development of the
Cavendish banana, which makes up well over 90% of the commercial banana market
today. Cavendish was resistant to the strain of Fusarium that wiped out the Gros
Michel variety but, in recent years, is being challenged by a new race of
Fusarium that threatens to, once again, devastate the global banana industry.
This crisis is imminent and has no solution. The recent emergence of Panama
Disease TR4 in the Western Hemisphere makes a swift solution to the crisis even
more urgent. A substantial part of the banana market consists of exports from
Central and South America to the United States.



14





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



We have successfully introduced FusR1 into cultivated bananas using a gene
transformation approach, particularly the Fusarium-sensitive Cavendish cultivar,
and are now testing those banana plants for their level of resistant to Fusarium
Wilt. Initial tests indicate some resistance has been achieved but many more
events must be tested to reach conclusions. We believe that, given the threat of
possible extinction for Cavendish, rapid approaches are not only warranted but
essential and minimally genetically edited bananas will be accepted depending
upon how the gene transfer is accomplished. Transfer of this native banana gene
to cultivated bananas can also be accomplished with CRISPR technology, which
allows a targeted, gene transfer and which, as compared to more traditional
genetic editing techniques, minimizes potential side effects. We believe that
Cavendish bananas can be rendered Fusarium Wilt resistant by changing only a few
base pairs. These sorts of minimal changes have been allowed by the USDA and FDA
in several crops. Even in Europe, use of CRISPR technology has gained some
traction.



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



On August 19, 2020, the Company entered into a Development and Commercialization
Agreement ("DCA") with Dole Food Company for the development of plant varieties
within the Musa genus of the Musaceae family (including the Cavendish variety of
banana) that exhibit resistance to Fusarium Wilt Tropical Race 4 (popularly
known as Panama Disease). Subject to compliance with various provisions of the
agreement, the agreement includes partial working capital funding from Dole to
the Company through 2024. In addition to working capital funding, Dole
reimburses the Company for the development of banana plants and Dole will incur
additional costs for the commercialization of plants upon successful completion
of the development portion of this project. From the effective date of the
agreement, the Company has received $1,600,000 of working capital funding and
$1,943,747 of reimbursement of development costs pursuant to this agreement. Per
the Agreement, 50% of future royalties may be offset with the research funding
provided by Dole. In the event that Dole terminates the agreement for material
breach by the Company or the Company's bankruptcy, the Company must repay all
funding provided by Dole within six months of termination. The parties have
agreed to negotiate the terms of the long-term license agreement upon successful
completion of the development portion of this project.



During 2021 and the six months ended June 30, 2022, the University of Wisconsin
was able to successfully transform banana plants using our FusR1 gene and we
currently have banana plants from multiple gene constructs growing in
greenhouses and undergoing resistance testing. During 2022, in accordance with
our DCA with Dole, we are engaged in testing on these plants to determine if our
FusR1 gene successfully conferred resistance to Fusarium and Panama Disease and
initial testing indicates some resistance. Upon successful completion of
validation testing and field trials by Dole, under the terms of the agreement
with Dole, we expect to negotiate a long-term royalty contract for the
commercialization of banana plants using our genes. This licensing arrangement
will likely be exclusively with Dole and contain royalty payments based on the
number of plants and/or hectares of plants. Even if EG's genes are proven to be
effective, it is difficult to predict the future revenue stream that any
licensing arrangement can generate and will be heavily dependent upon the speed
with which Panama Disease spreads throughout the world necessitating a solution
and any changes in the price of bananas based on supply and demand. Many
articles are available in the public realm detailing the significance of the
disease and the spread throughout the world.



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

rate
of Panama disease.



15

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

- We may not be able to adequately establish patent protection for our

intellectual property or others may have competing claims.

- Others may develop competitive approaches to compete with our genes.

- Our genes may cause unforeseen and undesirable changes beyond the pest

resistance such as yield degradation or changes in the appearance or taste of

the fruit.

- Our genes may fail to deliver the desired results of resistance to Fusarium.

- Global regulations and/or consumer preference may prevent the successful

commercial launch of bananas with genetics changed using our methods.

- We will be dependent on others for the successful production and marketing of

bananas with our genes and many factors will be outside of our control.

- Our expected future royalty revenue will be highly dependent upon the

successful execution of the banana development project in the DCA with Dole and


   the negotiation of a long-term royalty licensing agreement.





While Panama Disease 1) is potentially existential to the banana industry, 2)
has no known treatment and 3) is not yet widespread, Black Sigatoka Disease is a
different disease that is very wide-spread and is treated with toxins at a cost
of up to $2,300 per hectare per year. We spent the last two years researching
wild banana plants to identify a gene that could potentially be used to develop
plants that are resistant to Black Sigatoka with no or reduced use of toxins. On
October 21, 2021, we filed a United States patent application titled
IDENTIFICATION AND RESISTANCE GENES FROM WILD RELATIVES OF BANANA AND THEIR USES
IN CONTROLLING BLACK SIGATOKA DISEASE. We are awaiting review of these patents
by the United States Patent Office. We are in the early stages of developing
this gene and others are working on competing approaches. There is no guarantee
that this will lead to commercial success. Like our FusR1 project,
transformation and validation can be very expensive and we will need funding
from either grants or potential customers or additional capital from investors,
none of which can be assured.



On April 29, 2014, the United States Patent and Trademark Office issued patent
8,710,300 titled EXPRESSION OF DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND
PARALOGS ENHANCES PATHOGEN RESISTANCE IN PLANTS. On December 5, 2017 and March
3, 2020, the United States Patent and Trademark Office issued additional patents
which extended the previous patent to include additional variations of the gene.
We have filed additional patents in multiple countries that are at various
stages of processing. On January 18, 2022, the Company filed a patent
application on its second soybean pest/disease resistance gene, EG19, and has
included that gene in its ongoing two generation, whole plant validation
research. The Company has also discovered additional candidate genes that may
impact pathogen resistance. There can be no assurance that any of these genes
will be proven effective in validation testing or lead to licensing agreements
or revenue.



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



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



16

Unaudited Results of Operations





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




Operating Expenses

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

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





Research and Development



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



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



Salaries and Benefits

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

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





17





General and Administrative




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



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



Other Income



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

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





Net Loss




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



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



Financial Condition




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



Liquidity




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

Off-Balance Sheet Arrangements





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



Contractual Obligations



The Company leases its operating facility and pays its rent in monthly
installments. The lease was renewed in June 2016 for a period of twelve months
and monthly rentals for the period of July 1, 2016 through June 30, 2022 are
$2,378 per month which continues on a month-to-month basis. There is no minimum
lease commitment as of June 30, 2022. Renewals after June 30, 2017 are by mutual
agreement. The Company's rent expense for the six months ended June 30, 2022 and
2021 was $11,890 and $14,267, respectively.



The Company is obligated to pay royalties to the United Soybean Board of 10% of
the sale of products derived from the soybean genes that were the subject of the
research performed by the Contractor or from royalties received by the Company
from the sale of products by a third party not to exceed 150% of the total
amount paid to the Contractor under this Agreement. The Company has recognized
to date grant revenue from the contract of $262,400 as of June 30, 2022, thus
limiting any future royalties as of June 30, 2022 to a total of $393,600. The
Company has not accrued or paid any royalties under the terms of the Agreement
as of and during the six months ended June 30, 2022 because it has not received
any revenue from the sale of products to date.







18





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



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

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