10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2016

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

Commission file number: 000-54129

Evolutionary Genomics, Inc.

(Exact name of registrant as specified in its charter)

Nevada	26-4369698
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification No.)

1026 Anaconda Drive, Castle Rock, Colorado 80108

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (720) 900-8666

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o   No þ

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 o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   o Yes   þ No

The aggregate market value of common stock held by non-affiliates of the Registrant as of June 30, 2016 was $12,753,969 based on the closing price on the last day of trading prior to June 30, 2016.

Shares outstanding as of December 31, 2016 was 5,881,898 shares of common stock, $.001 par value and 577,063 shares of preferred stock, par value $.001.

DOCUMENTS INCORPORATED BY REFERENCE:   None

Evolutionary Genomics, Inc.

TABLE OF CONTENTS

		PAGE
	PART I
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	8
ITEM 1B.	Unresolved Staff Comments	14
ITEM 2.	Properties	14
ITEM 3.	Legal Proceedings	14
ITEM 4.	Mine Safety Disclosures	14
	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
ITEM 6.	Selected Financial Data	15
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
ITEM 8.	Financial Statements	20
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	20
ITEM 9A.	Controls and Procedures	20
ITEM 9B.	Other Information	21
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	22
ITEM 11.	Executive Compensation	25
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	26
ITEM 14.	Principal Accounting Fees and Services	27
	PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	28
SIGNATURES		29

i

Cautionary Statement Regarding Forward-Looking Information

This report includes “forward-looking statements” that are subject to risks, uncertainties and other factors, including the risk that the Mergers will not be consummated, as the Mergers are subject to certain closing conditions.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding the expected timing of the completion of the mergers and to complete the mergers considering the various closing conditions; 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.

PART I

ITEM 1. BUSINESS

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. The Company was originally formed to develop and market an interactive information and advertising service.

From December 1999 through October 2015, the Company had no significant business operations.  On March 3, 2009, the Company held a shareholder meeting approving the Stock Purchase Agreement and an Agreement and Plan of Merger effectively changing the name of the Company to Fona Inc., a Nevada corporation (“Re-incorporation Merger”) and simultaneously adopting 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 March 24, 2009, the Articles of Merger of Fonahome Corporation, a Minnesota Corporation, into Fona, Inc., a Nevada Corporation, were filed with the Nevada Secretary of State.

On June 6, 2014, Evolutionary Genomics, Inc., a Delaware corporation (“EG”), EG I, LLC (“EG I”) and Fona, Inc., 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 merged 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. and carried on the business of Evolutionary Genomics, Inc. as before the merger.

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.

The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330.  Additionally, the SEC maintains an Internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

1

GENERAL BUSINESS PLAN

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 and multiple other crops.

EG Technology – The Adapted Traits Platform (“ATP’)

Genomics research generates vast amounts of sequence data for thousands of genes. Some companies use this sequence data to try to predict the function of each gene and its potential to impact key traits. Others try to match the thousands of random deoxyribonucleic acid (“DNA”) changes between individuals with differences in traits. Evolutionary Genomics’ approach is to first narrow the search to genes that have undergone adaptive evolution (positively selected genes) in an organism that has an adapted trait of potential commercial value. To identify genes with impact on commercially desirable traits, Evolutionary Genomics screens first for positively selected genes. Evolutionary Genomics then focuses functional genomics efforts on demonstrating the effects of these genes on the desired traits.

Evolutionary Genomics uses the Adapted Traits Platform to perform high throughput molecular evolution analysis to identify positively selected genes based on Ka/Ks analysis (as defined below). Ka/Ks analysis was developed to document the role of positive selection on known protein coding genes. Molecular-level adaptive evolution is indicated when comparisons of homologous protein coding sequences from closely related species show that the number of amino acid differences fixed due to selection exceeds what can be expected by neutral evolution. Molecular-level positive selection can be detected in protein-coding genes by pairwise comparisons of the ratios of non-synonymous nucleotide substitutions per non-synonymous site (Ka) to synonymous substitutions per synonymous site (Ks). The algorithm, by comparing substitutions per site, takes into account, in rigorous fashion, the effect of bias and degeneracy in the genetic code, and also compensates for the effects of multiple hits at the same site. Ka/Ks ratios significantly greater than unity strongly suggest that positive selection has fixed greater numbers of amino acid replacements than can be expected as a result of chance alone.

Dr. Walter Messier, a Company founder and our Chief Technology Officer, published a seminal paper in the field: Messier and Stewart (1997) “Episodic adaptive evolution of primate lysozymes” Nature 385:151-154. The work described in this publication demonstrated that a known lysozyme gene that had been recruited for a new function to aid in digestion of leaves as a food source in certain monkeys had the kind of adaptive genetic changes indicating that the lysozyme gene had evolved more rapidly than the neutral substitution rate, indicating Darwinian positive selection. Many groups have used such methods to document Darwinian positive selection in other proteins. It was Dr. Messier’s insight that genes controlling a trait of interest could be identified by using molecular evolution analysis as a screen, comparing genes in a species with a trait to genes of a closely related species lacking the trait. The adapted genes found in such a screen could then be validated to determine their role in the presence or absence of the trait of interest.

Agricultural Industry

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 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.

2

Business Model

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 rice yield gene project that Evolutionary Genomics performed under contract with RiceTec, Inc. was contract research work that resulted in a licensing agreement. On September 2, 2004, EG entered into a Research and License Agreement with RiceTec, Inc., a Delaware corporation having its principal place of business in Alvin, TX for the purpose of researching and identifying adapted genes, including adapted rice genes associated with commercially useful phenotypic characteristics such as enhanced yield. On July 26, 2006, the Company entered into a Commercial License Agreement in the Field of Rice granting RiceTec, Inc. an exclusive, royalty free license for the use of intellectual property developed under the research agreement in North America, Central America and South America and Evolutionary Genomics received a lump sum payment. Evolutionary Genomics is also entitled to future royalties for the use of the intellectual property in the rest of the world if RiceTec, Inc. markets germplasm including genes that Evolutionary Genomics has provided. Evolutionary Genomics also entered into a Commercial License Agreement outside the field of rice on July 26, 2006 with RiceTec, Inc. granting Evolutionary Genomics an exclusive world-wide, royalty-free license to the intellectual property in any field other than rice. RiceTec, Inc. is performing field trials on the genes identified in the research project and the license agreement has not, to date, resulted in licensing revenue for Evolutionary Genomics beyond the initial lump sum payment. No future revenues are expected to result from this research and EG does not consider these to be material contracts of the Company.

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 with partial validation complete and full validation results expected in 2017.  Evolutionary Genomics has had discussions with seed companies to commercialize the genes and intends to return to those discussions in the fall of 2017 with validation results.  The Company has extended this pest resistance research to other crops including beans, tomatoes, cotton, citrus and coffee.

On August 6, 2015, the Company was awarded an Advanced Industries Accelerator Grant by the State of Colorado in the amount of $250,000 to fund further research in the development of pest resistance genes in soybeans and other crops and sweetness genes in tomatoes.  Through December 31, 2016, the Company has recognized $217,310 of revenue from the contract and expects the research to continue into 2017.  The Company maintains ownership of all intellectual property developed from the use of grant funds.

During 2013 and 2014 EG performed research on two projects for the Bill and Melinda Gates Foundation. On November 1, 2012 Evolutionary Genomics entered into a Master Services Agreement and Work Order #1 under that agreement with the Bill and Melinda Gates Foundation for the validation of EG 261 orthologs in beans and cowpeas.  That validation work was completed in 2016.  While the market for beans and cowpeas is considerably smaller than for soybeans, we intend to patent the genes and market them to the seed companies for commercialization.  Through December 31, 2016, Evolutionary Genomics has recognized the full $762,000 it is entitled to under that work order.

There were no new grants awarded to the Company in the year ended December 31, 2016.

3

Evolutionary Genomics’ Business Strategy

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. Evolutionary Genomics has also filed 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. Results of this validation trial are expected in various stages during 2017. 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.

In validation studies completed in 2013, the University of Wisconsin-Madison validated the effectiveness of EG261 in their lab.  If results from the whole plant validation trial confirm the findings of the University of Wisconsin-Madison for EG261 and the effectiveness of the new genes, the Company will enter negotiations for a long-term research collaboration and licensing agreement with seed companies. If these negotiations are successful, 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 $262,476.

The Company has identified pest/disease resistance genes in other commercially valuable crops and intends to pursue research to identify and validate those genes. It is Evolutionary Genomics’ intention to engage in validation studies with independent labs to validate their resistance effectiveness, patent the genes and 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 appears to impact the plant’s ability to tolerate salt and a gene that appears to control sweetness. The Company filed a patent application on the use of these genes and engaged the University of Florida to perform validation of these genes. Evolutionary Genomics received results from these tests in 2015 which confirm that these genes do significantly impact sweetness in tomatoes. 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 during the year ended December 31, 2016 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.

Evolutionary Genomics intends to continue to pursue grant funding from governmental agencies, industry associations and grant making foundations but 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. 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.

Competition

Evolutionary Genomics’ competition is very broad from the largest seed companies like Monsanto Company, Syngenta AG, Bayer Crop Science, Dupont Pioneer and Dow and others to the smallest grower who is successful in breeding new, improved varieties. These same competitors are also Evolutionary Genomics customers as Evolutionary Genomics seeks to license intellectual property for commercialization into their seed lines. Many of these companies are exponentially larger with many more resources at their disposal and there can be no assurance that EG can continue to compete with them or interest them in licensing our intellectual property.

4

Patents

Evolutionary Genomics is the owner of the following issued and pending patent applications and are not licensed from third parties:

Patent/App Serial #	Jurisdiction	Title	Description	Filing Date	Issue Date	Expire Date
6,274,319	United States	METHODS TO IDENTIFY EVOLUTIONARILY SIGNIFICANT CHANGES IN POLYNUCLEOTIDE AND POLYPEPTIDE SEQUENCES IN DOMESTICATED PLANTS AND ANIMALS	Core Adapted Traits Platform method of gene identification	8/5/1999	8/14/2001	8/5/2019
6,743,580	United States	METHODS FOR PRODUCING TRANSGENIC PLANTS CONTAINING EVOLUTIONARILY SIGNIFICANT POLYNUCLEOTIDES	Core Adapted Traits Platform method of gene identification	6/6/2001	6/1/2004	6/6/2021
8,710,300	United States	EXPRESSION OF DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS ENHANCES PATHOGEN RESISTANCE IN PLANTS	EG261 - soybean pathogen resistance gene	7/23/2013	4/29/2014	7/23/2033
13901071	United States	DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS	EG261 - plant pathogen resistance gene - broader claims than issued US patent 8710300	5/23/2013		5/23/2033
P130101827	Argentina	DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS	EG261 - plant pathogen resistance gene - broader claims than issued US patent 8710300	5/24/2013		5/24/2033
2872128	Canada	DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS	EG261 - plant pathogen resistance gene - broader claims than issued US patent 8710300	5/23/2013		5/23/2033
112014029381-3	Brazil	DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS	EG261 - plant pathogen resistance gene - broader claims than issued US patent 8710300	5/23/2013		5/23/2033
10112/DELNP/14	India	DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS	EG261 - plant pathogen resistance gene - broader claims than issued US patent 8710300	5/23/2013		5/23/2033
201380039727.4	China	DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS	EG261 - plant pathogen resistance gene - broader claims than issued US patent 8710300	5/23/2013		5/23/2033
14479550	United States	DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS	Continuation in Part of 61652029 and 61789463 and PCT/US2013/004382 to add data	9/8/2014		9/8/2034
62439192	United States	EXPRESSION OF F-BOX/KELCH-REPEAT GENE EG19, DIRIGENT GENE EG261, THEIR ORTHOLOGS AND PARALOGS ENHANCES PATHOGEN RESISTANCE IN PLANTS	EG19, EG261 and EGSynthetic genes for pathogen resistance in soybeans	12/23/2015		12/23/2034
14775142	United States	IDENTIFICATION AND USE OF TOMATO GENES CONTROLLING SALT/DROUGHT TOLERANCE AND FRUIT SWEETNESS	Tomato sweetness and salt tolernace genes	9/11/2015		9/11/2035
62168389	United States	IDENTIFICATION AND USE OF TOMATO GENES CONTROLLING SALT/DROUGHT TOLERANCE AND FRUIT SWEETNESS	Tomato sweetness and salt tolernace genes	5/29/2015		5/29/2035
PCT/US14/028764	Canada	IDENTIFICATION AND USE OF TOMATO GENES CONTROLLING SALT/DROUGHT TOLERANCE AND FRUIT SWEETNESS	Tomato sweetness and salt tolernace genes
14769326.1	Europe	IDENTIFICATION AND USE OF TOMATO GENES CONTROLLING SALT/DROUGHT TOLERANCE AND FRUIT SWEETNESS	Tomato sweetness and salt tolernace genes	3/14/2014		3/14/2034

5

Material Agreements

On November 1, 2012 Evolutionary Genomics entered into a Master Services Agreement and Work Order #1 with the Bill and Melinda Gates Foundation for the validation of EG 261 orthologs in beans and cowpeas. Through December 31, 2016, Evolutionary Genomics finished the work under this contract and has recognized all of the $762,000 it is entitled to under that work order.  Evolutionary Genomics retains ownership of patents and intellectual property developed during the project and will make intellectual property available to people in developing countries at an affordable price.  For intellectual property developed during the project but not on intellectual property that Evolutionary Genomics developed prior to the project, Evolutionary Genomics will pay to the Bill and Melinda Gates Foundation a seven percent royalty on sales of products outside of the developing countries.  

Effective September 1, 2013, the Company entered into an agreement with Tennessee State University as amended for the phenotyping of cowpea and common beans.  Evolutionary Genomics has recognized all costs due under this contract.  Evolutionary Genomics retains ownership of all intellectual property.

Effective March 1, 2012, Evolutionary Genomics entered into an Agreement for Contract Services with Smith Bucklin Corporation (the “Contractor”) on behalf of the United Soybean Board. The contract includes the payment of certain royalties, as defined in the Agreement.  Evolutionary Genomics retains all ownership of patents and intellectual property developed in the project and is obligated to pay royalties to the United Soybean Board of ten percent of the sale of products derived from the soybean genes that were the subject of the research performed or from royalties received from the sale of products by a third party not to exceed 150% of the total amount paid to Evolutionary Genomics under this Agreement. Evolutionary Genomics recognized revenue of $262,476 from this contract, thus limiting any future royalties to a total of $393,714. The project term has expired but the royalty provisions remain in perpetuity.

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 SCN resistance and, on February 21, 2015 entered into the Sponsored Research Contract for phenotyping of transgenic soybean samples.  Including amendments, the total amount to be paid under these contracts is $492,310 and work to be performed under these contracts is the transgenic validation of Evolutionary Genomics soybean genes.  The term of the project is November 1, 2014 through October 31, 2019 and may be terminated with thirty days prior written notice.  Evolutionary Genomics will retain sole ownership of all patents and intellectual property, royalty free for all materials (including previously identified genes).  Evolutionary Genomics also has a six month exclusive option period to license nay intellectual property developed during the project under reasonable and customary royalty terms.

On August 6, 2015, the Company was awarded an Advanced Industries Accelerated Grant by the State of Colorado in the amount of $250,000 to fund further research in the development of pest resistance genes in soybeans and other crops and sweetness genes in tomatoes.  Through December 31, 2016, the Company has recognized $217,310 of revenue from the contract and expects the research to continue into 2018.  The Company maintains ownership of all intellectual property developed from the use of grant funds.

Trademarks

Evolutionary Genomics has no registered trademarks.

Employees

Evolutionary Genomics had three full time employees and one part time employee as of December 31, 2016.

Facilities

The Company leases its operating facility, extended the lease effective July 1, 2016 through June 30, 2017 and the twelve month rent of $28,535 is being paid in monthly installments of $2,378 per month. Renewals are by mutual agreement.

Legal Proceedings

Evolutionary Genomics is not currently involved in or aware of any threatened or actual legal proceedings.

6

Capitalization

The Company is authorized to issue up to 780,000,000 shares of Common Stock and up to 20,000,000 shares of preferred stock.  As of December 31, 2016, the Company had 5,881,898 shares of Common Stock outstanding and 577,063 shares of Series A-1 Preferred Stock (“Series A-1”) outstanding.  1,400,000 shares of common stock have been reserved for issuance pursuant to the Company’s 2015 Stock Incentive Plan. Option grants have been issued for 340,000 shares of common stock at an exercise price of $0.55 per share, 280,000 shares of common stock at an exercise price of $3.00 per share and 100,000 shares of common stock at an exercise price of $3.50 per share.  Options for 120,000 shares have been exercised, 33,333 have been cancelled and option grants of 566,667 shares remain outstanding. 113,479 shares of common stock have been reserved for issuance upon the exercise of warrants outstanding as of December 31, 2016. Those warrants have an average exercise price of $6.60 per share.

Liquidation: Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of the Series A-1 shall be entitled to receive out of the assets of the Company for each share of Series A-1 an amount equal to its stated value, $5.25 per share as of September 30, 2016, 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.  The holders shall be entitled to convert their shares of Series A-1 into Common Stock at any time prior to the consummation of a Liquidation.  This is considered a contingent redemption feature.  

The Corporation is required to establish a segregated non-interest bearing trust account (the “Sinking Fund Account”) for the benefit of the Holders.  50% of all licensing fees received by the Corporation shall be deposited in the Sinking Fund Account within five (5) Business Days of receipt of any such fees by the Corporation.  In the event that the amount of cash in the Sinking Fund Account exceeds the liquidation preference of all issued and outstanding shares of Series A Preferred Stock not previously redeemed or converted pursuant to the terms hereof, the Corporation shall deliver a notice to the Holders (the “Mandatory Redemption Notice” and the date such notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”) of its obligation to redeem all of the then outstanding shares of Series A Preferred Stock (i) for cash in an amount equal to the liquidation preference per share and (ii) by issuing such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying (x) the number of shares of Series A Preferred Stock so to be redeemed by (y) the liquidation preference per share of the Series A Preferred Stock, and then by dividing such product by (z) the conversion price per share, payable and issuable, respectively, in full on the 5th Trading Day following the Mandatory Redemption Notice Date.  This is considered a contingent redemption feature.

Conversion: The holders of Series A-1 may convert their shares at any time into shares of Common Stock at any time prior to the consummation of a liquidation, at the option of the holder, on a one-share-for-one-share basis, and shall be subject to certain adjustments.

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 December 31, 2016, subject to adjustment and (ii) by issuing one share, subject to adjustment, of Common Stock for each share of Series A-1 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 December 31, 2016, 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 dividends at the rate of 8% per annum multiplied by the amount invested. The dividend amount shall accrue and shall be payable in shares of Common Stock upon the conversion of the Series A-1, or upon the redemption of the Series A-1.  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 until dividends of Series A-1 has been paid.  As of December 31, 2016, there were $196,549 in accrued stock dividends.

Voting: The holders of the Series A-1 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.

7

ITEM 1A.  RISK FACTORS

We may require substantial additional funding and may be unable to raise capital when needed, which could force us to delay, reduce or eliminate planned activities or result in our inability to continue as a going concern.

We may require additional capital to pursue planned research projects. Our future capital requirements will depend on, and could increase significantly as a result of, many factors, including:

·

the duration and results of the research projects;

·

unexpected delays or costs incurred in the acquisition of plant materials needed in these research projects and with subcontracts that perform various parts of these projects;

·

the time and cost in preparing, filing, prosecuting, maintaining and enforcing patent claims;

·

other unexpected developments encountered in implementing our business development, research development and commercialization strategies; and

·

further arrangements, if any, with collaborators.

We may attempt to raise additional funds through public or private financings, collaborations with other companies or financing from other sources. Additional funding may not be available on terms which are acceptable to us. If adequate funding is not available to us on reasonable terms, we may need to delay, reduce or eliminate one or more of our research and development projects or obtain funds on terms less favorable than we would otherwise accept. To the extent that additional capital is raised through the sale of equity securities or securities convertible into or exchangeable for equity securities, the issuance of those securities could result in dilution to our stockholders. Moreover, the incurrence of debt financing could result in a substantial portion of our future operating cash flow, if any, being dedicated to the payment of principal and interest on such indebtedness and could impose restrictions on our operations. This could render us more vulnerable to competitive pressures and economic downturns.

In addition, if we do not meet our payment obligations to third parties as they come due, we may be subject to litigation claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management, and may result in unfavorable results that could further adversely impact our financial condition.

We have relied on the availability of grant funding to fund some of our research efforts and our inability to compete successfully for these limited grant funding opportunities may significantly affect our results of operations and our ability to complete research projects.

We have traditionally funded many of our research projects, partially or wholly, using grant funding provided by government programs, industry associations and grant making institutions. The availability of these funds is impacted by many factors including changing political priorities, fiscal budget issues, agency priorities, availability of funds and competition from other grant seekers. Our ability to present proposals that fit within grant making guidelines and which are attractive relative to other proposals submitted may significantly impact our ability to fund our research projects.

Efforts to protect our intellectual property rights and to defend claims against us can increase our costs and will not always succeed; any failures could adversely affect profitability or restrict our ability to do business.

Intellectual property rights are crucial to our business. We endeavor to obtain and protect our intellectual property rights in jurisdictions in which products are produced from the biotechnology that we produce and in jurisdictions into which those products are imported. Different nations may provide limited rights and inconsistent duration of protection for our intellectual property. We may be unable to obtain protection for our intellectual property in key jurisdictions. Even if protection is obtained, competitors, farmers or others may raise legal challenges to our rights or illegally infringe on our rights, including through means that may be difficult to prevent or detect. In addition, because of the rapid pace of technological change, and the confidentiality of patent applications in some jurisdictions, competitors may be issued patents from applications that were unknown to us prior to issuance. These patents could reduce the value of our commercial or pipeline biotechnology or, to the extent they cover key technologies on which we have unknowingly relied, require that we seek to obtain licenses or cease using the technology, no matter how valuable to our business. We cannot assure we would be able to obtain such a license on acceptable terms. In addition, patent laws are subject to change and any change in our ability to protect the intellectual property that we develop may impact our ability to commercialize that intellectual property. The extent to which we succeed or fail in our efforts to protect our intellectual property will affect our costs, sales and other results of operations.

8

Genes that we have discovered and may discover in the future with expected desirable impact on traits may, upon further research and field trials, be revealed to also have undesirable impact on traits.

Evolutionary Genomics’ gene discovery process focuses on the identification of positively selected genes that impact the trait of interest that we are working on. When we further test them in lab validation, we are again focused on whether they have the desired impact on the trait of interest and we are specifically testing for that outcome. Laboratory experiments are under more ideal circumstances than field trials and use in production and there can be no guarantee that the lab result will be repeated under those conditions. Additional field trials and use in production may also reveal undesirable impacts on other traits that were not a focused part of our research. For example, the soybean genes that we have discovered may be found to have a negative impact on yield, oil content or the growth cycle. These may impact our ability to realize revenue from the commercialization of our biotechnology and may expose us to liability for undesirable outcomes that we don’t anticipate.

Others may find additional genes or other methods of accomplishing the same desired outcome that our biotechnology does, rendering our biotechnology less valuable or commercializable.

There are many other companies pursuing similar gene discovery programs and other approaches to solving the same issues that we are addressing and many of these companies have vastly more resources than we do. Even when we identify genes that impact desired traits, there may be other genes that have a similar or greater effect on these traits. For example, one or more of the other 30,000 genes in soybeans may have an impact on pest/disease resistance similar to our genes or there may be other orthologs of the genes that we have discovered in other varieties that have a greater impact. In addition, other companies may develop commercial chemicals that compete with genetic changes to solve the issues that we are addressing. Any of these may impact our ability to realize revenue from the commercialization of our biotechnology.

The successful development of our research efforts and commercialization of our biotechnology will be necessary for our growth and profitability.

We intend to use recent successes in which we have identified genes that may have an impact on pest/disease resistance in soybeans and look for similar genes in other crops. This research may result in significant costs incurred without any commercial value produced. We also intend to attempt to improve the potential pest/disease resistance genes we have identified. Even if we find effective genes, we may not be able to find a commercial market for them.  There can be no assurance we will be able to achieve any improvement and performing this research may also result in significant costs incurred without any commercial value produced. The processes of breeding, biotechnology trait discovery and development and trait integration are lengthy and a very small percentage of the genes identified in research are selected for commercialization. The length of time and the risk associated with the breeding and biotech pipelines are interlinked because both are required as a package for commercial success in markets where biotech traits are approved for growers. Commercial success frequently depends on being the first company to the market, and many of our competitors are also making considerable investments in similar new biotechnology. Consequently, if we are not able to fund extensive research and development activities and deliver new products to the markets we serve on a timely basis, our growth and operations will be harmed.

We rely heavily on our founder, Walter Messier, our current Chief Technology Officer. The loss of his services would have a material adverse effect upon us and our business and prospects.

Our success depends, to a significant extent, upon the continued services of Walter Messier, who is a founder of Evolutionary Genomics and our current Chief Technology Officer. Since inception, we have been dependent upon Dr. Messier, who is the inventor on most of our patents and responsible for the development of our core Adapted Traits Platform. If Dr. Messier or any key management personnel resign to join a competitor or form a competing company, the loss of such personnel, together with the loss of any customers or potential customers due to such executive’s departure, could materially and adversely affect our business and results of operations.

We are dependent on a technically trained workforce and an inability to retain or effectively recruit such employees could have a material adverse effect on our business, financial condition and results of operations.

Our ability to compete effectively depends largely on our ability to attract and retain certain key personnel, including additional researchers that we intend to hire in order to pursue our planned research projects. Industry demand for such skilled employees, however, exceeds the number of personnel available, and the competition for attracting and retaining these employees is intense. Because of this intense competition for skilled employees, we may be unable to retain our existing personnel or attract additional qualified employees to keep up with future business needs. If this should happen, our business, operating results and financial condition could be adversely affected.

9

In addition, we intend to hire business development and marketing personnel and advisors to promote and market the biotechnology that we develop. We cannot assure you that we will be able to recruit and retain qualified personnel and advisors to perform these functions. Our inability to hire and then retain such personnel, advisors and scientists could have a materially adverse effect on our business and our projects.

We may pursue future growth through strategic acquisitions and alliances which may not yield anticipated benefits and may adversely affect our operating results, financial condition and existing business.

We may seek to grow in the future through strategic acquisitions in order to complement and expand our business. The success of our acquisition strategy will depend on, among other things:

·

the availability of suitable candidates;

·

competition from other companies for the purchase of available candidates;

·

our ability to value those candidates accurately and negotiate favorable terms for those acquisitions;

·

the availability of funds to finance acquisitions;

·

the ability to establish new informational, operational and financial systems to meet the needs of our business;

·

the ability to achieve anticipated synergies, including with respect to complementary products; and

·

the availability of management resources to oversee the integration and operation of the acquired businesses.

If we are not successful in integrating acquired businesses and completing acquisitions in the future, we may be required to reevaluate our acquisition strategy. We also may incur substantial expenses and devote significant management time and resources in seeking to complete acquisitions. Acquired businesses may fail to meet our performance expectations. If we do not achieve the anticipated benefits of an acquisition as rapidly as expected, or at all, investors or analysts may not perceive the same benefits of the acquisition as we do. If these risks materialize, our stock price could be materially adversely affected.

We may not obtain the necessary permits and authorizations to operate our business.

We may not be able to obtain or maintain the necessary licenses, permits, authorizations or accreditations, or may only be able to do so at great cost, to operate our cannabis-related business. In addition, we may not be able to comply fully with the wide variety of laws and regulations applicable to the cannabis industry. Failure to comply with or to obtain the necessary licenses, permits, authorizations or accreditations could result in restrictions on our ability to operate our cannabis business, which could have a material adverse effect on our business.

If we incur substantial liability from litigation, complaints, or enforcement actions, our financial condition could suffer.

Our participation in the cannabis industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities against these subsidiaries. Litigation, complaints, and enforcement actions involving these subsidiaries could consume considerable amounts of financial and other corporate resources, which could have a negative impact on our sales, revenue, profitability, and growth prospects.

Competition in agricultural biotechnology has significantly affected and will continue to affect our revenue and results of operations.

Many companies engage in research and development of plant biotechnology and breeding and speed in getting a new product to market can be a significant competitive advantage. Our competitors’ success could render the biotechnology that we identify as less competitive, resulting in reduced sales compared to our expectations or past results. We expect to see increasing competition from agricultural biotechnology firms and from major agrichemical, seed and food companies. The extent to which we can realize cash and profit from our business will depend on our ability to control research costs, predict and respond effectively to competitor products and marketing; and develop new products and services attractive to our customers.

10

Our customers are subject to extensive regulation affecting their use of our biotechnology, which may affect our revenue and profitability.

Regulatory and legislative requirements affect the development and distribution of products made from the biotechnology that we produce, including the testing and planting of seeds containing our biotechnology traits and the import of crops grown from those seeds, and non-compliance can harm our revenue and profitability. Obtaining testing, planting and import approvals for seeds or biotechnology traits can be time-consuming and costly, with no guarantee of success. The failure to receive necessary permits or approvals could have near- and long-term effects on our ability to sell some current and future biotechnology. Concern about unintended but unavoidable trace amounts (sometimes called “adventitious presence”) of commercial biotechnology traits in conventional (non-biotechnology) seed, or in the grain or products produced from conventional or organic crops, among other things, could lead to increased regulation or legislation, which may include: liability transfer mechanisms that may include financial protection insurance; possible restrictions or moratoria on testing, planting or use of biotechnology traits; and requirements for labeling and traceability, which requirements may cause food processors and food companies to avoid biotechnology and select non-biotechnology crop sources and can affect farmer seed purchase decisions and, ultimately the sale and use of the biotechnology that we produce. Legislation encouraging or discouraging the planting of specific crops can also harm our sales.

The degree of public acceptance or perceived public acceptance of products made from our biotechnology can affect our sales and results of operations by affecting planting approvals, regulatory requirements and farmer purchase decisions.

Some opponents of the use of biotechnology in agriculture raise public concern about the potential for adverse effects of products produced using genetic information that we provide to our customers on human or animal health, other plants and the environment. The potential for adventitious presence of commercial biotechnology traits in conventional seed, or in the grain or products produced from conventional or organic crops, is another factor that can affect general public acceptance of these traits. Public concern can affect the timing of, and whether our customers are able to obtain, government approvals. Even after approvals are granted, public concern may lead to increased regulation or legislation or litigation concerning prior regulatory approvals, which could affect our sales and results of operations by affecting planting approvals, and may adversely affect sales of our customers’ products to farmers, due to their concerns about available markets for the sale of crops or other products derived from biotechnology which may lead to less demand from our customers. In addition, opponents of agricultural biotechnology have attacked farmers’ fields and facilities used by agricultural biotechnology companies, and may launch future attacks against farmers’ fields and our field testing sites and research, production, or other facilities, which could affect our sales and our costs.

We are dependent upon other companies to integrate biotechnology that we have licensed to them into their breeding operations for our future license revenue.

We perform research for other entities under grant and research agreements that provide service revenue. In addition to the service revenue, our long-term profitability depends on the commercialization of the biotechnology that we provide to other companies for their commercial breeding lines. The extent to which our biotechnology is integrated into these breeding lines is largely outside of our control and can take many years. If our biotechnology is not integrated into breeding lines, we may not realize license revenue which may affect our results of operations.

The biotechnology industry is subject to rapid technological change, and if we fail to keep up with such change, our results of operations and financial condition could be adversely impacted.

Biotechnology has undergone and is subject to rapid and significant change. We expect that the technologies associated with biotechnology research and development will continue to develop rapidly. Our failure to keep pace with such rapid change could result in our products becoming obsolete and we may be unable to recoup any expenses incurred with developing such products, which may adversely affect our future revenues and financial condition.

11

The Company may be required to expend substantial sums in order to bring it into compliance with the various reporting requirements applicable to public companies and/or to prepare required financial statements, and such efforts may harm operating results or be unsuccessful altogether.

We are subject to many of the requirements applicable to public companies, including Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, which requires that the combined company evaluate and report on its system of internal controls. If the combined company’s finance and accounting staff or internal controls over financial reporting are inadequate, it may be required to hire additional staff and incur substantial legal and accounting costs to address such inadequacies. Moreover, the combined company cannot be certain that its remedial measures to correct current material weaknesses will be effective. Any failure to implement required or improved controls, or difficulties encountered in their implementation, could harm the combined company’s operating results or increase its risk of material weaknesses in internal controls.

Members of our management team have significant influence over us.

Our officers and directors own, directly or indirectly approximately 34.6% of the outstanding shares of common and preferred stock, excluding options and warrants. Including options and warrants, our officers and directors own, directly or indirectly, approximately 37.2% of the outstanding shares of common stock. These stockholders, therefore, have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including Mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. The interests of these stockholders may differ from the interests of our other stockholders.

Our certificate of incorporation and bylaws and Nevada law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.

Our certificate of incorporation and bylaws and law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. We are authorized to issue up to 20,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions. We currently have 577,063 shares of preferred stock issued and outstanding. The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock and existing holders of preferred stock, and therefore, reduce the value of those securities. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.

Provisions of our certificate of incorporation and bylaws and law also could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the certificate of incorporation and bylaws and law, as applicable, among other things:

·

provide the board of directors with the ability to alter the bylaws without stockholder approval;

·

place limitations on the removal of directors;

·

provide that the Board of Directors may change the size of the Board; and

·

provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.

These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock to decline.

We do not foresee paying cash dividends in the foreseeable future and, as a result, our investors’ sole source of gain, if any, will depend on capital appreciation, if any.

We do not plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future and currently intend to retain any future earnings for funding growth. As a result, investors should not rely on an investment in our securities if they require the investment to produce dividend income. Capital appreciation, if any, of our shares may be investors’ sole source of gain for the foreseeable future. Moreover, investors may not be able to resell their shares of our common stock at or above the price they paid for them.

12

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of The OTC Stock Market and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We will need to hire additional employees in the future or engage outside consultants to help us comply with these requirements, which will increase our costs and expenses. 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.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure create uncertainty for public companies, increase legal and financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from our business activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

Being a public company and the associated public company rules and regulations make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in filings required of a public company, our business and financial condition has become more visible, which we believe may result in threatened or actual litigation. If such claims are successful, our business and operating results would be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

We are required pursuant to Section 404 of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment needs to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We also are required to disclose changes made in our internal control and procedures on a quarterly basis. Eventually, we may be required to obtain a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting.

13

As we are unable to assert that our internal control over financial reporting is effective, or, if when required, our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.

Our ability to use our net operating loss carry-forwards and certain other tax attributes is limited by Sections 382 and 383 of the Internal Revenue Code.

Subject to certain limitations, a corporation may offset a net operating loss carryforward against profit earned in a future year to determine its U.S. federal income tax expenses for such year. Sections 382 and 383 of the Internal Revenue Code of 1986 limit a corporation’s ability to utilize its net operating loss carryforwards and certain other tax attributes (including research credits) to offset future federal taxable income or tax if, in general, the corporation experiences a cumulative ownership change of more than 50% over any rolling three-year period. State net operating loss carryforwards (and certain other tax attributes) may be similarly limited. For the year ended December 31, 2016, we recorded no state tax liability. An ownership change can therefore result in significantly greater tax liabilities than a corporation would incur in the absence of such a change and any increased liabilities could adversely affect the corporation’s business, results of operations, financial condition and cash flow.

As of December 31, 2016, we had available total federal and state net operating loss carryforwards of approximately $4,158,000, which expire in the years 2027 through 2034.

Additional ownership changes may occur in the future as a result of additional equity offerings or events over which we will have little or no control, including purchases and sales of our equity by our five-percent security holders, the emergence of new five-percent security holders, redemptions of our securities or certain changes in the ownership of any of our five percent security holders.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock, or publishes unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

The Company has no owned properties and at this time has no agreements to acquire any properties. The Company currently maintains a rent free mailing address at 1026 Anaconda Drive, Castle Rock, CO  80108, which is the address of the office of its Chief Executive Officer and lab facilities on lease at 1801 Sunset Place, Unit C, Longmont, CO 80501. The Company leases its operating facility at 18010 Sunset Place Unit C, Longmont, CO 80501, extended the lease effective July 1, 2016 through June 30, 2017 and the twelve-month rent of $28,535 is being paid in monthly installments of $2,378 per month. Renewals are by mutual agreement.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

14

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

There is only a very limited market for the Company's securities.  The Company’s securities are included on the OTCQB under the symbol FNAM. As of December 31, 2016, there were outstanding options for 566,667 shares of common stock and outstanding warrants to purchase 113,479 shares of common stock.

As of January 14, 2017, there were approximately 326 holders of the Company's common stock.

No dividends have been paid by the Company on any of its securities since the renewal of its charter and such dividends are not contemplated in the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA

	Year Ended December 31,
	2016			2015
Service and grant revenue	$	221,582		$	262,924
Operating expenses	$	1,275,049		$	985,782
Net loss	$	(1,152,024	)	$	(285,999	)
Preferred stock dividend	$	(196,549	)	$	—
Net loss attributable to common stockholders	$	(1,348,573	)	$	(285,999	)

	As of December 31,
	2016		2015
Assets	$	6,402,674	$	3,170,830
Liabilities	$	46,064	$	253,752
Preferred stock	$	3,029,579	$	—
Stockholders’ equity (deficit)	$	1,841,348	$	2,917,078

ITEM 7. MANAGEMENT’S DICUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Audited Financial Statements and related notes included elsewhere in this 10-K. The following discussion includes certain forward-looking statements. For a discussion of important factors which could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”.

Recent Highlights of Evolutionary Genomics

·

During 2013, Evolutionary Genomics finished a research project for SmithBucklin Corporation on behalf of the United Soybean Board for the validation, in transgenic soybeans, of candidate genes for mitigating losses caused by soybean cyst nematodes.

·

During 2013, Evolutionary Genomics received results from our contracted independent lab at the University of Wisconsin-Madison confirming that Evolutionary Genomics’ gene, EG261, has a significant impact on resistance to soybean cyst nematodes.

·

During 2014 and 2015, Evolutionary Genomics identified additional genes that we believe have an impact on pest/disease resistance in soybeans and other crops.

·

On April 29, 2014, the United States Patent Office issued patent number 13,949,035 to Evolutionary Genomics for DIRIGNET GENE EG261 AND ITS ORTHOLOGS AND PARALOGS AND THEIR USES FOR PATHOGEN RESISTANCE IN PLANTS.

·

During 2013, Evolutionary Genomics engaged with the University of Florida for the independent lab validation of the sweetness and salt resistance genes in tomatoes. Evolutionary Genomics received results of this validation testing in 2015 confirming the impact of these genes on sweetness.

15

·

Starting in 2014 and continuing through 2018, Evolutionary Genomics engaged the University of Missouri for the two generation, whole plant validation of the soybean pest resistance genes.  During 2016, the early stages of that research led to the partial validation of the Company’s second soybean pathogen resistance gene, EG19.  Various stages of additional results are expected in 2017 and 2018.

Audited Consolidated Results of Operations:

	Year Ended						Year Ended
	December 31, 2016						December 31, 2015
	Amount			% of Revenue			Amount			% of Revenue
Service and grant revenue	$	221,582			100.0	%	$	262,924			100.0	%
Research and development		719,900			324.9	%		562,736			214.0	%
Salaries and benefits		264,340			119.3	%		128,929			49.0	%
General and administrative		290,809			131.2	%		294,117			111.9	%
Total operating expenses		1,275,049			575.4	%		985,782			374.9	%
Operating (loss)		(1,053,467	)		-475.4	%		(722,858	)		-274.9	%
Other income and (expenses)		(98,557	)		-44.5	%		436,859			166.2	%
Net loss	$	(1,152,024	)		-519.9	%	$	(285,999	)		-108.8	%
Preferred stock dividend		(196,549	)		-88.7	%		0			0.0	%
Net loss attributable to common stockholders	$	(1,348,573	)		-608.6	%	$	(285,999	)		-108.8	%

Service Revenue

Service revenue decreased $41,342, or 15.7%, to $221,582 for the year ended December 31, 2016 from $262,924 for the year ended December 31, 2015. The decrease was primarily due to decreases in service revenue received from EG I, LLC after completion of our merger partially offset by increased recognized revenue on the grant from the Bill and Melinda Gates Foundation.  There were no new grants awarded to the Company during the year ended December 31, 2016.

Operating Expenses

Operating expenses increased $289,267, or 29.3%, to $1,275,049 for the year ended December 31, 2016 from $985,782 for the year ended December 31, 2015 and increased to 575.4% of revenue from 374.9% of revenue. Operating expenses consist of research and development expense, salaries and benefits and general and administrative expense. Changes in these items are described below.

Research and Development

Research and development increased $157,164, or 27.9%, to $719,900 for the year ended December 31, 2016 from $562,736 for the year ended December 31, 2015. The increase was primarily due to increased costs incurred on our pest resistance projects. As a percentage of revenue, research and development increased to 324.9% for the year ended December 31, 2016 from 214.0% for the year ended December 31, 2015 primarily due to increased costs incurred on our pest resistance projects.  

Salaries and Benefits

Salaries and benefits increased $135,411, or 105.0%, to $264,340 for the year ended December 31, 2016 from $128,929 for the year ended December 31, 2015. The increase was primarily due to increased general salaries and stock compensation during the year ended December 31, 2016. As a percentage of revenue, salaries and benefits increased to 119.3% for the year ended December 31, 2016 from 49.0% for the year ended December 31, 2014 primarily due to increased general salaries and stock compensation during the year ended December 31, 2016.

General and Administrative

General and administrative expenses decreased $3,308, or 1.1%, to $290,809 for the year ended December 31, 2016 from $294,117 for the year ended December 31, 2015. The decrease was primarily due to decreased professional fees paid to attorneys, accountants and consultants related to our merger. As a percentage of revenue, general and administrative expenses increased to 131.2% for the year ended December 31, 2016 from 111.9% for the year ended December 31, 2015 primarily due decreased revenue in the year ended December 31, 2016.

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Other Income and (Expenses)

Total other income and (expenses) changed $535,416, or 122.6%, to an expense of $(98,557) for the year ended December 31, 2016 from an income of $436,859 for the year ended December 31, 2015. The change was primarily due to the gain recognized on our investment in EG I, LLC in conjunction with our merger during the year ended December 31, 2015. As a percentage of revenue, other income and (expenses) changed to (44.5%) for the year ended December 31, 2016 from 166.2% for the year ended December 31, 2015.

Income Taxes

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. The change in the valuation allowance during the years ended December 31, 2016 and 2015 was an increase of $399,000 and $231,000, respectively. 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 $4,158,000 and $3,675,000, 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 $211,000 related to its qualifying research and development activities. The NOL carry-forwards and tax credits expire in the years 2027 through 2034.

Net Loss

Net loss increased $866,025, or 302.8%, to $1,152,024 for the year ended December 31, 2016 from $285,999 for the year ended December 31, 2015. The increase was primarily due to decreased revenues, increased research and development expenses on our pest resistance projects, increased salaries and wages and increased stock compensation costs.

Financial Condition

The Company’s working capital increased $2,061,475 to $2,107,486 as of December 31, 2016 from $46,011 as of December 31, 2015 primarily due the proceeds from our preferred stock issuance in the year ended December 31, 2016 partially offset by the net loss from operations.

Liquidity and Capital Resources

The Company has historically financed operations through cash flows from operations and equity transactions. Net cash used in operating activities was $1,106,443 for the year ended December 31, 2016 compared to $590,044 for the year ended December 31, 2015. The $516,399, or 87.5%, increase was primarily due to the increased net loss. Net cash flows from investing activities of $156,135, for the year ended December 31, 2016, compares to net cash used for investing activities of $134,284 for the year ended December 31, 2015.  The increase was primarily due to proceeds from the sale of VetDC shares partially offset by the purchase of property and equipment.  Net cash provided from financing activities was $3,004,033 for the year ended December 31, 2016 compared to $0 for the year ended December 31, 2015 and the increase was due to the issuance of preferred stock.  The Company has no plans to do any additional financings in 2017.

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, extended the lease effective July 1, 2016 and the twelve-month rent of $28,535 is being paid in monthly installments of $2,378 per month. Renewals are by mutual agreement. The Company’s rent expense for the years ended December 31, 2016 and 2015 was $28,018 and 27,500, respectively.

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Critical Accounting Policies

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

Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

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 December 31, 2016 and 2015. Recoveries of receivables previously written off are recorded when received. The Company does not charge interest on past-due receivables.

Trading Securities: 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 December 31, 2016 and 2015. Net realized and unrealized gains and losses on trading securities are included in net earnings. For purpose 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 years ended December 31, 2016 and 2015.

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.

Investment in VetDC, Inc.: As of November 1, 2013, the Company committed to making a $201,924 investment for 201,924 shares of series A-2 preferred stock in VetDC, Inc., a Delaware C corporation, which is focused on developing pet therapeutic products. VetDC, Inc. is related to the Company through common ownership and management. The investment was made for purposes of capital appreciation and from the Company’s excess cash reserves. The Company accounts for its investment in VetDC, Inc. using the cost method. The December 31, 2015 carrying value of this investment was $171,924 and all shares were sold in the year ended December 31, 2016 and the Company recognized a $69,222 gain. VetDC, Inc. was the only cost method investment that the Company owns.  

Billings in Excess of Costs: The liability account, billings in excess of costs and estimated earnings on uncompleted contracts, represents billings in excess of revenues recognized and earned.

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Revenue Recognition: The Company recognizes revenue where persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Service revenues are generally recognized as fees for service contracts, including payments for Company personnel on a per-day basis 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 as revenue upon the achievement of the related milestone, as defined in the respective contracts. Advance project payments are recorded as customer deposits. There were no customer deposits as of December 31, 2016 and 2015. All revenue for the years ended December 31, 2016 and 2015 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 years ended December 31, 2016 and 2015.

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.

Income Taxes: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Management regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established, increased or decreased, an income tax charge or benefit is included in the consolidated financial statements and net deferred tax assets are adjusted accordingly. As of December 31, 2016 and 2015, 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, adjusted for those awards that are not expected to vest (forfeitures), 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. 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 year ended December 31, 2016, common stock equivalents including 577,063 shares of convertible preferred stock, options for 466,667 shares of common stock and warrants for 113,479 shares of common stock were excluded because their effect was anti-dilutive. For the year ended December 31, 2015, common stock equivalents including options for 186,667 shares of common stock and warrants for 113,479 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 the auditors’ report, which is the date that these consolidated financial statements were available for issuance.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The information required by this item appears beginning on page F-1 following the signature pages of this report and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There are no disagreements with the accountants on accounting and financial disclosures.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

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 our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in our reports to the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange 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, our principal executive officer and principal financial officer concluded that, as of the period covered by this report, our disclosure controls and procedures are not effective at these reasonable assurance levels for the reasons stated below.

The Company’s 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.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies such as the Company face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of our operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our management, with the participation of the President, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — 1992 Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of December 31, 2016, our internal control over financial reporting was not effective due to the material weaknesses in the system of internal control described below.

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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.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable cost-effective steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

Changes in internal controls

Our Certifying Officers have indicated that there were no changes in our internal controls over financial reporting or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.

ITEM 9B. OTHER INFORMATION

None.

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PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Officers and Directors

The following table sets forth certain information concerning each of the Company’s directors and executive officers:

Name	Age	Position
Steve B. Warnecke	59	Chairman of the Board, President, CEO, CFO
Walter Messier	61	Treasurer, Secretary
Virginia Orndorff	66	Director
Mark Boggess	56	Director

Compliance with Section 16 (a) of the Exchange Act

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such Forms, we believe that during the year ended December 31, 2015 there were no delinquent filers.

Code of Conduct

Committees

We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors.  We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time. However, we intend to implement a comprehensive corporate governance program, including establishing various board committees in the future.

There are no agreements or understandings for any officer or director to resign at the request of another person and none of the above named officers and directors are acting on behalf of or will act at the direction of any other person.

There is no family relationship between any director or executive officer of the company.

The board of directors presently has no committees.

Set forth below are the names of all directors and executive officers of the Company, all positions and offices with the Company held by each such person, the period during which he has served as such, and the business experience of such persons during at least the last five years:

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Steve B. Warnecke was appointed Chief Financial Officer, Treasurer, Secretary and member of the board of directors of the Company on June 6, 2014, and became its principal executive officer as President, Chief Executive Officer and Chairman of the Board on October 1, 2014. Mr. Warnecke has served as a member of the board of directors of Evolutionary Genomics since September 2010 and was appointed as Chief Executive Officer in November 2010. Mr. Warnecke has served part-time roles as Chairman of the Board of Directors and Chief Financial Officer for VetDC, Inc. since November 2012, President of CereScan Corp since November 2016 and Chairman of Children’s Partners Foundation (supporting Children’s Hospitals and cystic fibrosis research) since November 2011. He has also served as Senior Vice-President of Children’s Hospital Colorado Foundation from 2003 through January 2017 and been a member of the Board of Directors of CereScan since October 2014 and Bone Biologics, Inc. since November 2014 Previously, Mr. Warnecke served as Lead Independent Director and Audit Committee Chair for Evolving Systems, Inc. (NASDAQ: EVOL, an international telecom software company) from 2003 to January 2011, as Chief Financial Officer of Targeted Medical Pharma, Inc. from January 2011 to May 2011, as Chief Financial Officer and member of the Board of Directors for Bacterin International, Inc. (NASDAQ: BONE), a biologics and medical device company from 2008 to 2010, member of the Board of Directors of Emmaus Life Sciences, Inc. in 2011, member of the Board of Directors of Boppy Company from 2005 to 2008, Senior Vice-President of Strategic Planning for First Data/Western Union (NYSE: FDC) from 2001 to 2002 and Chief Financial Officer for Frontier Airlines (former NASDAQ company acquired by Republic Airways) from 1999 to 2001. Mr. Warnecke graduated from the University of Iowa with a BBA in Accounting, Finance and Management and passed the Certified Public Accountant exam in 1979.

Virginia Orndorff was appointed as a director of the Company on October 1, 2014. She has served as a member of the Evolutionary Genomics board of directors since 2000. From February 2015 to the present, Ms. Orndorff has served as Executive Director, Chief Executive Officer and Director of the Colorado Institute for Drug, Device and Diagnostic Development. Since February 2012 Ms. Orndorff has served as Chief Executive Officer of SixOne Solutions, LLC, an early-stage oncology company. She has served on Colorado’s State Board of Pharmacy since March 2012. She served as Chief Executive Officer and President of Evolutionary Genomics from 2000 to November 2010. From 1997 to 2000, Ms. Orndorff served as Vice President then President and Chief Executive Officer of GenoPlex, Inc. of Denver and served as Director of Technology/Business Development of NeXstar Pharmaceuticals, Inc. of Boulder, Colorado, from 1993 to 1997. From 1989 to 1993 she served as the Director of Biotechnology Programs for the Colorado Advanced Technology Institute in Denver. Ms. Orndorff was employed by the Georgia Institute of Technology as Manager of a biotechnology start-up incubator (the Health Science Technology Center) from 1987 to 1989; prior to that for eight years by Genex Corporation of Gaithersburg, Maryland, first as a Laboratory Supervisor then as Manager of Technology Assessment. From 1975 to 1979, Ms. Orndorff had served as a Microbiologist at Stanford Research Institute. She received a BA in Biology from the University of California at Santa Cruz, an MA in Microbiology from California State University at San Jose, and an MBA from Loyola College (where she graduated second in her class).

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Mark Boggess, Ph.D. was appointed as a director of the Company on October 1, 2014. He has served as a director of Evolutionary Genomics since 2010. Dr. Boggess has a diverse background in the animal sciences and animal industries. Born and raised on a typical Iowa farm, he served as a swine and beef cattle extension specialist with the University of Idaho in Twin Falls from 1990 to 1994 he was responsible for all swine extension and educational programming and served as the animal breeding resource specialist for the University beef extension team. From 1994 to 2004, Dr. Boggess served as President of Salmon Creek Farms, LLC where was responsible for development of the Salmon Creek Farms Natural Pork program and branded product line, at Independent Meat Company in Twin Falls, ID. From 2004 to 2009, Dr. Boggess assumed the position of Director of Animal Science for the National Pork Board where he was responsible for program direction and industry funding coordination for research in pork quality; nutritional efficiency; sow lifetime productivity; genomics-genetics; alternatives to antimicrobials; production-management systems and bio-technology. Dr. Boggess also served as the National Pork Board liaison for animal science to producers, academia, media, regulators and the National Pork Producers Council and directed numerous pork industry based advisory groups. From 2009 to 2014, Dr. Boggess served as the National Program Leader for Food Animal Production and the National Program Leader for Pasture, Forage and Rangeland Systems for the USDA Agriculture Research Service in Beltsville, Maryland. In this role, Dr. Boggess directed ARS research for diverse programs in genetics and genomics, nutrition, reproductive physiology, animal welfare and meat quality. Dr. Boggess also directed research to improve pasture and rangeland management practices and land-use strategies, improve and restore the ecology of western rangelands and improve the capacity and efficiency of forage based food animal production systems. Currently, Dr. Boggess serves as the Director of the U.S. Dairy Forage Research Center in Madison, WI. The USDFRC is unique in the world in that research programs are fully integrated and include research and expertise in soil science/ecology, forage breeding and management, forage handling and environmental engineering, animal nutrition, animal genetics/genomics, nutrient cycling/waste management, and dairy systems sustainability and management. In this role Dr. Boggess manages and directs the research programs for 21 scientists and approximately 75 support staff. The USDFRC includes two research farms in rural Wisconsin as well as offices and laboratories on the campus of the University of Wisconsin. Dr. Boggess attended Iowa State University receiving a BS degree in Animal Science in 1983. After receiving an MS degree from Cornell University with a major in Animal Breeding in 1985, Dr. Boggess returned to Iowa State University, receiving his PhD in 1990, also in Animal Breeding.

Walter Messier, Ph.D. was appointed Secretary and Treasurer of the Company on October 1, 2014. He is a Founder of Evolutionary Genomics and has served as its Chief Technology Officer since 2000 and has served as its Secretary since 2007. Dr. Messier has published in such prestigious scientific journals as Nature, Nature Medicine, Current Biology, and Science. Dr. Messier is recognized as an authority on the use and interpretation of Ka/Ks algorithms. Dr. Messier’s research on the detection of molecular-level positive selection in the primates is well known. In addition to the research programs Dr. Messier developed and spearheads at Evolutionary Genomics, he is currently collaborating with colleagues in several areas, including identification and validation of novel targets for breast cancer therapeutics, identification and validation of novel targets for HIV/AIDS therapeutics, the role of molecular Darwinian selection in human speciation, and creation of more powerful algorithms for the detection of molecular Darwinian selection. Dr. Messier received his Masters of Science from the State University of New York at New Paltz, and his Ph.D. from the University of Albany (State University of New York).

CONFLICTS OF INTEREST

The Company’s officers and directors have in the past and may in the future be officers and directors of other companies. Consequently, they may have potential inherent conflicts of interest in serving as officers and directors of the Company.  Insofar as the officers and directors are engaged in other business activities, management anticipates it will not devote all of its time to the Company’s affairs. The officers and directors of the Company may in the future become shareholders, officers or directors of other companies which may be formed for the purpose of engaging in business activities similar to those conducted by the Company.  The Company does not currently have a right of first refusal pertaining to opportunities that come to management’s attention even if the opportunities relate to the Company’s proposed business operations.

The officers and directors are under no obligation to make any opportunities that come to their attention in the performance of their duties for any other companies or in any other manner available to the Company. Except as set forth above, the Company has not adopted any other conflict of interest policy with respect to such transactions.

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ITEM 11.  EXECUTIVE COMPENSATION

The following table summarizes compensation of our executive officers:

							Option
Name and Position	Year		Salary		Bonus		Awards		Other		Total
Steve B. Warnecke		2016	$	137,500	$	—	$	24,295	$	7,500	$	169,295
Chief Executive Officer		2015	$	120,000	$	—	$	—	$	—	$	120,000
Chairman of the Board		2014	$	120,000	$	—	$	—	$	15,150	$	135,150
		2013	$	120,000	$	—	$	—	$	—	$	120,000
		2012	$	120,000	$	—	$	26,883	$	—	$	146,883
Walter Messier		2016	$	138,510	$	25,000	$	24,295	$	—	$	187,805
Chief Technology Officer		2015	$	124,823	$	—	$	—	$	—	$	124,823
Secretary		2014	$	122,412	$	20,000	$	—	$	—	$	142,412
		2013	$	120,000	$	15,000	$	—	$	—	$	135,000
		2012	$	100,000	$	—	$	33,856	$	—	$	133,856
Virginia Orndorff		2015	$	—	$	—	$	10,378	$	7,500	$	17,878
Director		2015	$	—	$	—	$	—	$	—	$	—
		2014	$	—	$	—	$	—	$	15,150	$	15,150
		2013	$	—	$	—	$	—	$	—	$	—
		2012	$	—	$	—	$	4,313	$	—	$	4,313
Mark Boggess		2016	$	—	$	—	$	10,378	$	7,500	$	17,878
Director		2015	$	—	$	—	$	—	$	—	$	—
		2014	$	—	$	—	$	—	$	37,150	$	37,150
		2013	$	—	$	—	$	—	$	—	$	—
		2012	$	—	$	—	$	4,313	$	—	$	4,313

The Company had no employment agreements as of December 31, 2016 and paid cash compensation of $7,500 each to its directors during the year ended December 31, 2016 and did not pay cash compensation to its directors in the years ended December 31, 2015, 2014, 2013 or 2012. During the year ended December 31, 2016, Evolutionary Genomics issued option grants for 15,000 shares each to Virginia Orndorff and Mark Boggess and 100,000 shares each to Walter Messier and Steve Warnecke.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Principal Stockholders

The following table sets forth certain information as of December 31, 2016 regarding the beneficial ownership of the Company’s common stock by (i) each stockholder known by the Company to be the beneficial owner of more than 5% of our common stock, (ii) by each director and executive officer of the Company and (iii) by all executive officers and directors of the Company as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned.  The percentage ownership is the number of shares of common stock owned compared to the combined number of shares of common and preferred stock outstanding.  None of the officers or directors own any shares of preferred stock.

	Number of		Percentage
	Shares Owned		of Shares
Name and Address	or Controlled		Owned
Steve B. Warnecke	1,932,088	(1)	29.91%
1026 Anaconda Drive
Castle Rock, CO  80108
Virginia Orndorff	119,204	(2)	1.85%
1026 Anaconda Drive
Castle Rock, CO  80108
Mark Boggess	26,000	(3)	0.40%
1026 Anaconda Drive
Castle Rock, CO  80108
Walter Messier	160,615	(4)	2.49%
1026 Anaconda Drive
Castle Rock, CO  80108
All Officers and Directors as a Group (1)	2,237,907		34.65%

———————

(1)     Mr. Warnecke is Chief Executive Officer and Chairman of the Board of the Company.

(2)     Ms. Orndorff is a Director of the Company.

(3)     Dr. Boggess is a Director of the Company.

(4)     Dr. Messier is the Company’s Treasurer and Secretary.

ITEMS 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

We maintain a mailing address at the offices of our president, Steve B. Warnecke, located at 1026 Anaconda Drive, Castle Rock, CO 80108 for which we pay no rent. There have been no transactions or proposed transactions in which the amount involved exceeds $120,000 for the last two completed fiscal years in which any of our directors, executive officers of beneficial holders of more than 5% of the outstanding shares of common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.

26

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed during the years ended December 31, 2016 and 2015 for professional services rendered by our principal accountant, EKS&H for the audit of our annual financial statements and quarterly reviews were $47,948 and $17,527, respectively.

Audit Related Fees

The Company incurred no fees for the year ended December 31, 2016 and 2015 for audit related services by our principal accountant that were reasonably related to the performance of the audit or review of our financial statements, and not reported under Audit Fees above.

Tax Fees

For the years ended December 31, 2016 and 2015, there were no fees for professional services rendered by our principal accountant for tax preparation.

All Other Fees

We did not incur any fees for other professional services rendered by our principal accountant during the fiscal year ended December 31, 2016 and 2015.

27

PART IV.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

(a)

The following Exhibits are filed as part of this registration statement unless otherwise indicated:

Exhibit No.	Description
2.1	Amended and Restated Agreement and Plan of Merger, dated as of March 2, 2015, by and among Fona, Inc., Evolutionary Genomics, Inc., EG I, LLC, Fona Merger Sub, Inc. and Fona Merger Sub, LLC.(1)
3.1	Form of Amended and Restated Articles of Incorporation (2)**
3.2	Bylaws of the Company (3)
3.3	Certificate of Designations, Preferences and Rights of Series A-1 Preferred Stock (4)
4.1	Specimen Stock Certificate (5)
10.1	Equity Incentive Plan**
10.2	Tennessee State University Agreement**
10.3	Tennessee State University Amendment**
10.4	Fee for Services Agreement University of Missouri**
10.5	Contract for Services University of Missouri**
10.6	Bill and Melinda Gates Foundation MSA**
10.7	Bill and Melinda Gates Foundation WO 1**
10.8	State of Colorado Grant Agreement**
10.9	Amendment 1 to the UM Nguyen Sponsored Research Contract*
10.10	Amendment 2 to the UM Zhang Sponsored Research Contract*
21.1	Subsidiaries of Evolutionary Genomics, Inc.*
31.1	Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

———————

*

Filed herewith.

**

Previously filed.

(1)

Incorporated herein by reference.  Previously filed as Exhibit 10.1 to Registrant’s Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2015.

(2)

Previously filed as Exhibit 3.1 to Registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2015.

(3)

Incorporated herein by reference.  Previously filed as Exhibit 3.2 to Registrant’s Form 10 filed with the Securities and Exchange Commission on September 23, 2010.

(4)

Previously filed as Exhibit 3.1 to Registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2016.

(5)

Previously filed as Exhibit 4.1 to Registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2015.

28

SIGNATURES

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

	EVOLUTIONARY GENOMICS, INC.
February 10, 2017	By:	/s/ Steve B. Warnecke
	Name:	Steve B. Warnecke
	Title:	Chief Executive Officer, Chief Financial Officer, President and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steve B. Warnecke	President, Chief Executive Officer, Chief Financial Officer, Director (Principal Executive Officer, Principal Financial/Accounting Officer)	February 10, 2017
Steve B. Warnecke
/s/ Virginia Orndorff	Director	February 10, 2017
Virginia Orndorff
/s/ Mark Boggess	Director	February 10, 2017
Mark Boggess

29

Evolutionary Genomics, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 2016 and 2015

Contents

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statement of Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Evolutionary Genomics, Inc. and Subsidiary

Longmont, Colorado

We have audited the accompanying consolidated balance sheets of Evolutionary Genomics, Inc. and subsidiary (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2016. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Evolutionary Genomics, Inc. and subsidiary as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ EKS&H LLLP

EKS&H LLLP

February 10, 2017

Boulder, Colorado

F-2

Evolutionary Genomics, Inc. and Subsidiary

Consolidated Balance Sheets

December 31, 2016 and 2015

	2016			2015
A S S E T S
Current assets
Cash	$	2,057,548		$	3,823
Accounts receivable		9,289			16,148
Trading securities		64,299			257,698
Prepaid expenses		22,414			22,094
Total current assets		2,153,550			299,763
Non-current assets
Property and equipment, net		205,726			138,826
Intangible assets, net		4,043,398			2,560,317
Investment in VetDC, Inc.		—			171,924
Total non-current assets		4,249,124			2,871,067
Total assets	$	6,402,674		$	3,170,830
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	$	46,064		$	139,850
Billings in excess of costs		—			113,902
Total current liabilities		46,064			253,752
Long-term liabilities
Deferred tax liability		1,485,683			—
Total liabilities		1,531,747			253,752
Commitments and contingencies
Preferred Stock subject to possible redemption, $0.001 par value,
20,000,000 authorized at December 31, 2016 and 2015
Series A-1 Convertible Preferred Stock, $0.001 par value; 600,000
shares authorized, 577,063 shares issued and outstanding at
December 31, 2016; liquidation preference of $3,226,130		3,029,579			—
Stockholders' equity
Common Stock, $0.001 par value; 780,000,000 shares authorized,
5,881,898 shares issued and outstanding at December 31, 2016 and 2015		5,882			5,882
Preferred Stock		196,549			—
Additional paid-in capital		12,579,212			12,699,467
Accumulated deficit		(10,940,295	)		(9,788,271	)
Total stockholders' equity		1,841,348			2,917,078
Total liabilities and stockholders' equity	$	6,402,674		$	3,170,830

See notes to consolidated financial statements

F-3

Evolutionary Genomics, Inc. and Subsidiary

Consolidated Statements of Operations

For the years ended December 31, 2016 and 2015

	2016			2015
Service and grant revenue	$	221,582		$	262,924
Operating expenses
Research and development		719,900			562,736
Salaries and benefits		264,340			128,929
General and administrative		290,809			294,117
Total operating expenses		1,275,049			985,782
Operating (loss)		(1,053,467	)		(722,858	)
Other income (expenses):
Investment income		7,436			57
Gain on investment in EG I, LLC		—			473,203
Realized gain (loss) on the sale of investments		59,856			(14,786	)
Unrealized gain (loss) on trading securities		(165,849	)		25,049
Equity method investment losses of EG I, LLC		—			(46,664	)
Total other income (expenses)		(98,557	)		436,859
Net loss		(1,152,024	)		(285,999	)
Preferred stock dividend		(196,549	)		—
Net loss attributable to common stockholders	$	(1,348,573	)	$	(285,999	)
Net loss per common share, basic and diluted	$	(0.20	)	$	(0.06	)
Weighted average common shares outstanding, basic and diluted		5,881,898			4,906,503

See notes to consolidated financial statements

F-4

Evolutionary Genomics, Inc. and Subsidiary

Consolidated Statement of Stockholders' Equity

December 31, 2016 and 2015

	Common Stock				Preferred		Additional			Accumulated			Minority			Stockholders'
	Shares		Amount		Dividend		Paid-In Capital			Deficit			Interest			Equity
Balance, December 31, 2014		3,853,164	$	3,853	$	—	$	9,340,428		$	(9,502,272	)	$	(1,297	)	$	(159,288	)
Stock compensation		—		—		—		8,929			—			—			8,929
Shares issued for Acquisition of EG I, LLC		777,286		777		—		2,010,161			—			—			2,010,938
Issuance of Common Stock to Fona, Inc shareholders		32,204		33		—		—			—			1,297			1,330
Conversion of Preferred Stock		1,219,244		1,219		—		1,339,949			—			—			1,341,168
Net (loss)		—		—		—		—			(285,999	)		—			(285,999	)
Balance, December 31, 2015		5,881,898	$	5,882	$	—	$	12,699,467		$	(9,788,271	)	$	—		$	2,917,078
Stock compensation		—		—		—		101,840			—			—			101,840
Preferred stock dividends		—		—		196,549		(196,549	)		—			—			—
Issuance costs of Preferred Stock		—		—		—		(25,546	)		—			—			(25,546	)
Net (loss)		—		—		—		—			(1,152,024	)		—			(1,152,024	)
Balance, December 31, 2016		5,881,898	$	5,882	$	196,549	$	12,579,212		$	(10,940,295	)	$	—		$	1,841,348

See notes to consolidated financial statements

F-5

Evolutionary Genomics, Inc. and Subsidiary

Consolidated Statements of Cash Flows

For the years ended December 31, 2016 and 2015

	2016			2015
Cash flows from operating activities:
Net loss	$	(1,152,024	)	$	(285,999	)
Adjustments to reconcile net (loss) to net cash flows from operating activities
Depreciation and amortization		38,897			28,111
Equity method investment losses		—			46,664
Stock-based compensation		101,840			8,929
Realized gain on sale of investment in VetDC, Inc.		(69,222	)		(4,500	)
Realized (gain) or loss on sale of trading securities		9,366			19,286
Gain on investment in EG I, LLC		—			(473,203	)
Unrealized loss on trading securities		165,849			(25,049	)
Changes in operating assets and liabilities:
Accounts receivable		6,859			24,483
Prepaid expenses		(320	)		(6,053	)
Accounts payable and accrued expenses		(93,786	)		80,350
Billings in excess of costs		(113,902	)		(3,063	)
Cash flows from operating activities		(1,106,443	)		(590,044	)
Cash flows from investing activities:
Purchase of property and equipment		(103,195	)		—
Cash received in acquisition of EG I, LLC		—			82,025
Proceeds from sale of investment in VetDC, Inc.		241,146			34,500
Proceeds from sale of trading securities		18,184			17,759
Cash flows from investing activities		156,135			134,284
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		2,053,725			(455,760	)
Cash, beginning of year		3,823			459,583
Cash, end of year	$	2,057,548		$	3,823

See notes to consolidated financial statements

F-6

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 1: Business Activity

Evolutionary Genomics, Inc. (the “Company,” “We,” or “Our”) has developed a technology platform, the Adapted Traits Platform (“ATP”), to identify commercially valuable genes that control important traits in animals and plants. We are using the ATP to identify genes to improve crop plant traits such as yield, sugar content, biomass, drought tolerance, and pest/disease resistance. Our platform identifies key genes that have changed successfully to impart new or improved traits.

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 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. Further information about these transactions can be found in Note 13.

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. The business and financial information included in this report is the business and financial information of Evolutionary Genomics, Inc. Pro-forma information has not been presented as the financial information of Fona was insignificant. 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.

In conjunction with the Merger, the Company acquired the remaining 77% of EG I, LLC. This transaction was accounted for as a business combination.

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.

Note 2: Summary of Significant Accounting Policies

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

Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

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.

F-7

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

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 December 31, 2016 and 2015. Recoveries of receivables previously written off are recorded when received. The Company does not charge interest on past-due receivables.

Trading Securities: 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 December 31, 2016 and 2015. Net realized and unrealized gains and losses on trading securities are included in net earnings. For purpose 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 years ended December 31, 2016 and 2015.

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.

Investment in 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. The Company accounted for its investment in VetDC, Inc. using the cost method. The December 31, 2015 carrying value of this investment was $171,924.  All shares held by the Company were sold in the year ended December 31, 2016 and the Company recognized a $69,222 gain. VetDC, Inc. was the only cost method investment that the Company owns.

Billings in Excess of Costs: The liability account, billings in excess of costs and estimated earnings on uncompleted contracts, represents billings in excess of revenues recognized and earned.

Revenue Recognition: The Company recognizes revenue where persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Service revenues are generally recognized as fees for service contracts, including payments for Company personnel on a per-day basis 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 as revenue upon the achievement of the related milestone, as defined in the respective contracts. Advance project payments are recorded as customer deposits. There were no customer deposits as of December 31, 2016 and 2015. All revenue for the years ended December 31, 2016 and 2015 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 years ended December 31, 2016 and 2015.

F-8

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

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.

Income Taxes: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Management regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established, increased or decreased, an income tax charge or benefit is included in the consolidated financial statements and net deferred tax assets are adjusted accordingly. As of December 31, 2016 and 2015, 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, adjusted for those awards that are not expected to vest (forfeitures), 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. 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 year ended December 31, 2016, common stock equivalents including 577,063 shares of convertible preferred stock, options for 566,667 shares of common stock and warrants for 113,479 shares of common stock were excluded because their effect was anti-dilutive. For the year ended December 31, 2015, common stock equivalents including options for 186,667 shares of common stock and warrants for 113,479 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 the auditors’ report, which is the date that these consolidated financial statements were available for issuance.

F-9

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 3: New Accounting Standards

Recently Adopted Accounting Standards

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 consolidated financial statements.

Recently Issued Accounting Standards

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. The Company is evaluating the impact of the standard on its consolidated financial statements, but upon adoption it is not expected to have a material impact on the 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 of this standard to be material.

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 are currently evaluating the impact of adoption.

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 are currently assessing how the adoption of this standard will impact our Consolidated Financial Statements.

F-10

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.  This ASU is intended to improve the recognition and measurement of financial instruments. Among other things, this ASU requires certain equity investments to be measured at fair value with changes in fair value recognized in net income. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods therein. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.

Note 4: Fair Value Measurements

The Company complies with the provisions of FASB ASC No. 820, “Fair Value Measurements and Disclosures” (“ASC 820”), in measuring fair value and in disclosing fair value measurements at the measurement date. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements required under other accounting pronouncements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements also reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model.

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

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

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

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

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 consolidated balance sheets:

	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, 2015
Trading securities	$	257,698	$	257,698	$	—	$	—
	$	257,698	$	257,698	$	—	$	—
Balance at December 31, 2016
Trading securities	$	64,299	$	64,299	$	—	$	—
	$	64,299	$	64,299	$	—	$	—

F-11

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

The following summarizes the valuation technique for assets and liabilities measured and recorded at fair value:

For the Company’s Level 1 measures, which represent common stock in publicly traded companies, fair value is based on the closing trade on December 31, 2016. The carrying value of financial instruments, including cash, receivables, accounts payable, and accrued expenses, approximates their fair value at December 31, 2016 and 2015 due to the relatively short-term nature of these instruments.

Note 5: Property and Equipment

Property and equipment is comprised of the following as of December 31, 2016 and 2015:

	December 31,			December 31,
	2016			2015
Equipment	$	432,499		$	329,304
Software		63,179			63,179
Furniture and fixtures		7,987			7,987
		503,665			400,470
Accumulated depreciation		(297,939	)		(261,644	)
Property and equipment, net	$	205,726		$	138,826

Depreciation expense for the years ended December 31, 2016 and 2015 was $36,295 and $25,508, respectively.

Note 6: Intangible Assets

Intangible assets are comprised of the following as of December 31, 2016 and 2015:

	December 31,			December 31,
	2016			2015
Acquired research in progress - indefinite lived	$	4,016,596		$	2,530,913
Patents		52,045			52,045
Accumulated amortization		(25,243	)		(22,641	)
Intangible assets, net	$	4,043,398		$	2,560,317

The Company expects to recognize $2,603 of amortization expense related to its patents during each of the next five years and the remaining $13,787 thereafter. Amortization expense for the patents during the years ended December 31, 2016 and 2015 was $2,602 and $2,603, respectively.

In its merger completed on October 19, 2015 (Note 13), 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. The research had been in process since November 2010 and the Company expects to complete the research and place this asset in service in early 2018. Additional expected costs to complete the research are expected to be approximately $270,000, 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. If this research is not completed within a reasonable timeframe or within estimated costs, future licensing revenue and the financial condition of the Company could be significantly impacted.

F-12

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 7: Income Taxes

The Company has incurred net losses every year and expects to incur losses in the future.  As a result, the Company did not record a federal tax provision or benefit during 2016 or 2015.

Items accounting for the differences between income taxes at statutory income tax rates and the actual effective rate are as follows:

Year Ended December 31,	2016			2015
Federal statutory rate		35.00	%		35.00	%
Effective state rate		3.35	%		3.35	%
Permanent differences:
Incentive stock options		-2.02	%		-1.20	%
Lobbying expense		-1.00	%		-8.05	%
Meals and entertainment		-0.02	%		-0.03	%
Valuation allowance		-35.31	%		-29.07	%
Effective rate		0.00	%		0.00	%

The components of deferred income tax assets and liabilities were as follows:

	December 31,			December 31,
	2016			2015
Deferred tax assets
Loss carryforwards	$	1,993,000		$	1,447,000
Marketable securities		180,000			116,000
Non-qualified stock options		16,000			—
Less valuation allowance		(2,183,000	)		(1,557,000	)
Deferred tax assets	$	6,000		$	6,000
Deferred tax liabilities
Depreciation/amortization		(6,000	)		(6,000	)
Intangible assets		(1,486,000	)		—
Deferred tax liabilities	$	(1,492,000	)	$	(6,000	)

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. The Company assesses its past earnings history and trends and projections of future net income. The Company recorded a valuation allowance for the entire amount of the net deferred tax asset at December 31, 2016 and 2015. In 2016, the Company finalized purchase accounting resulting in a deferred tax liability of approximately $1,486,000 being recorded.  The change in the valuation allowance during the years ended December 31, 2016 and 2015 was an increase of $626,000 and $83,000, respectively. The Company 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”) carryforwards of approximately $5,195,000 and $3,772,000. Use of NOL carryforwards are limited by the provisions of section 382 of the Internal Revenue Code. The NOL carryforwards expire in the years 2027 through 2035.

F-13

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Note 8: Stockholders’ Equity and Warrants

The Amended and Restated Certificate of Incorporation of the Company dated October 19, 2015 authorized the issuance of 800,000,000 shares of all classes of stock including 780,000,000 shares of Common Stock having a par value of $0.001 per share and 20,000,000 shares of Preferred Stock having a par value of $0.001 per share, 600,000 of which were designated as Series A-1 Convertible Preferred Stock (“Series A-1”).  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 shall be entitled to receive out of the assets of the Company for each share of Series A-1 an amount equal to its stated value, $5.25 per share as of December 31, 2016, 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.

The Corporation is required to establish a segregated non-interest bearing trust account (the “Sinking Fund Account”) for the benefit of the Holders.  50% of all licensing fees received by the Corporation shall be deposited in the Sinking Fund Account within five (5) Business Days of receipt of any such fees by the Corporation.  In the event that the amount of cash in the Sinking Fund Account exceeds the liquidation preference of all issued and outstanding shares of Series A Preferred Stock not previously redeemed or converted pursuant to the terms hereof, the Corporation shall deliver a notice to the Holders (the “Mandatory Redemption Notice” and the date such notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”) of its obligation to redeem all of the then outstanding shares of Series A Preferred Stock (i) for cash in an amount equal to the liquidation preference per share and (ii) by issuing such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying (x) the number of shares of Series A Preferred Stock so to be redeemed by (y) the liquidation preference per share of the Series A Preferred Stock, and then by dividing such product by (z) the conversion price per share, payable and issuable, respectively, in full on the 5th Trading Day following the Mandatory Redemption Notice Date.  This is considered a contingent redemption feature.

Conversion: The holders of Series A-1 may convert their shares into shares of Common Stock at any time prior to the consummation of a liquidation, 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 December 31, 2016, subject to adjustment and (ii) by issuing one share, subject to adjustment, of Common Stock for each share of Series A-1 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 December 31, 2016, no licensing revenue has been received under these provisions and no sinking fund account has been established.

The Corporation is required to establish a segregated non-interest bearing trust account (the “Sinking Fund Account”) for the benefit of the Holders.  50% of all licensing fees received by the Corporation shall be deposited in the Sinking Fund Account within five (5) Business Days of receipt of any such fees by the Corporation.  In the event that the amount of cash in the Sinking Fund Account exceeds the liquidation preference of all issued and outstanding shares of Series A Preferred Stock not previously redeemed or converted pursuant to the terms hereof, the Corporation shall deliver a notice to the Holders (the “Mandatory Redemption Notice” and the date such notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”) of its obligation to redeem all of the then outstanding shares of Series A Preferred Stock (i) for cash in an amount equal to the liquidation preference per share and (ii) by issuing such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying (x) the number of shares of Series A Preferred Stock so to be redeemed by (y) the liquidation preference per share of the Series A Preferred Stock, and then by dividing such product by (z) the conversion price per share, payable and issuable, respectively, in full on the 5th Trading Day following the Mandatory Redemption Notice Date.  This is considered a contingent redemption feature.

F-14

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

Dividends: The Company shall pay to the holders of the Series A-1 dividends at the rate of 8% per annum. The dividend amount shall accrue and shall be payable in shares of Common Stock upon the conversion of the Series A-1, or upon the redemption of the Series A-1.  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 until dividends of Series A-1 been paid.  As of December 31, 2016, there were $196,549 in accrued preferred stock dividends as a component of equity as they will be issued in common stock.

Voting: The holders of the Series A-1 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 December 31, 2016 and 2015, the Company has outstanding warrants to purchase 113,479 shares of the Company’s Common Stock. The following table summarizes the status of the Company’s aggregate warrants outstanding:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Term(Years)
Balance, January 1, 2015		127,115		$	6.60		5.75
Granted		—
Exercised		—
Expired		(13,636	)
Balance, December 31, 2015		113,479		$	6.60		4.78
Granted		—
Exercised		—
Expired		—
Balance, December 31, 2016		113,479		$	6.60		3.78

Note 9: Stock-Based Compensation

The Company grants stock-based instruments under the 2015 Stock Incentive Plan (“Plan”) for which 1,400,000 shares of the Company’s Common Stock has been reserved. The Plan allows for the issuance of incentive stock options and non-qualified stock options with a maximum contractual term of 10 years. Shares and options that are cancelled reload in the Plan for future issuance. For the years ended December 31, 2016 and 2015, the Company recorded compensation costs for incentive stock options of $101,840 and $8,929, 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 380,000 options during the year ended December 31, 2016 and none during the year ended December 31, 2015.

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 and the forfeiture rate was estimated at 0%.

The fair value of options granted was determined using the following assumptions:

Volatility	26.00%
Expected Term	5.5 - 6.0 years
Dividend Rate	0%
Risk Free Rate	1.31-1.51

F-15

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

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
Balance, January 1, 2015		220,000		$	0.55		7.39
Granted		—			—		—
Exercised		—			0.55		—
Cancelled		(33,333	)		—		—
Balance, December 31, 2015		186,667		$	0.55		6.39
Exercisable at December 31, 2015		186,667		$	0.55		6.39
Balance, January 1, 2016		186,667		$	0.55		6.39
Granted		380,000			3.13		10.00
Exercised		—			—		—
Cancelled		—			—		—
Balance, December 31, 2016		566,667		$	2.11		7.95	$	690,668
Exercisable at December 31, 2016		216,667		$	0.55		7.95	$	550,668

Options for 30,000 and 100,000 shares vested during the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, there was $233,251 of unrecognized compensation cost related to share-based compensation arrangements.

Note 10: Commitments and Contingencies

Officer Indemnification: Under the Company’s organizational documents, the Company’s officers, employees, and directors are indemnified against certain liabilities arising out of the performance of their duties. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects any risk of loss to be remote. The Company also has an insurance policy for its directors and officers to insure them against liabilities arising from their performance in their positions with the Company.

Lease Commitments: The Company leases its operating facility, extended the lease effective July 1, 2016, and the twelve month rent of $28,535 is being paid in monthly installments of $2,378 per month. Renewals are by mutual agreement. The Company’s rent expense for the years ended December 31, 2016 and 2015 was $28,018 and 27,500, 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.

F-16

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

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 December 31, 2016, thus limiting any future royalties as of December 31, 2016 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 years ended December 31, 2016 and 2015 because it has not received any revenue from the sale of products to date.

Note 11: Related Parties and Transactions

Steve B. Warnecke: Mr. Warnecke is the Company’s Chief Executive Officer and Chairman of the Board and owns, directly or indirectly, 1,932,088 shares or 32.8% of the Common Stock outstanding as of December 31, 2016.

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 31, 2016, the Company sold all of its remaining shares of VetDC, Inc.

Note 12: Concentrations

Revenue and Account Receivable Concentrations: The Company is dependent on a relatively few sources of revenue from grants and commercial research contracts. For each of the years ended December 31, 2016 and 2015, the Company had two customers that represented all gross service revenue. As of December 31, 2016 and 2015, 100% of the Company’s accounts receivable were due from one customer. As of December 31, 2016 and 2015, the maximum exposure to credit losses for this customer was $9,289 and $16,148, respectively. Loss of one or both of these customers 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.

Note 13: Agreement and Plan of Merger

On June 6, 2014, the Company, EG I, LLC (“EG I”), Fona, Inc., 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 merged with the Company and Sub LLC merged with EG I, with each the Company and EG I surviving as wholly owned subsidiaries of Fona. On October 19, 2015, Fona changed its name to Evolutionary Genomics, Inc.

Pursuant to the terms of the Merger Agreement, Fona issued to stockholders of record of the Company 308,821,675 newly issued shares of Common Stock, par value $0.001 per share of Fona, giving them 86.2% of the combined company, and 47,323,188 shares of Common Stock to the members of EG I, giving them 13.3% of the combined company. The original shareholders of Fona retained 1,960,688 shares, or 0.5% of the combined company. The Mergers are intended to be a transaction or transactions described in Section 351 of the Internal Revenue Code (the “Code”). In addition, a 1 for 60.8826565 shares reverse split of the Common Stock took place on October 19, 2015.

F-17

Evolutionary Genomics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2016 and 2015

The Company finalized the calculation of the deferred tax liability associated with in process research and development increasing both by approximately $1,486,000.  The acquisition of the remaining 77% of EG, I LLC was accounted for as a business combination on October 19, 2015. The outstanding shares were acquired by issuing 777,286 (post-split) shares of common stock with an estimated fair value of approximately $2,011,000. The purchase price was allocated as follows:

	December 31, 2015			Measurement Period Adjustments			December 31, 2016
Cash	$	82,000		$	—		$	82,000
In process research and development	$	2,530,000		$	1,486,000		$	4,016,000
Deferred tax liability	$	—		$	(1,486,000	)	$	(1,486,000	)
Investment in subsidiary	$	(600,670	)	$	—		$	(600,670	)

The following unaudited pro forma financial information presents the combined results of the Company and EG I, LLC for the full years ended December 31, 2015 and 2014 as if the acquisition had closed on January 1, 2014 (in thousands):

	December 31, 2015
Revenue	$	110,997
Net loss	$	928,414
Loss per share basic and diluted	$	0.16

F-18

EX-10.9

EXHIBIT 10.9

Agreement Amendment #1

Effective September 16, 2016, this is Amendment # I to the Sponsored Research Contract, fully executed on 3/17/2015, originally signed between the E G Crop Science, Inc. (previously known as Evolutionary Genomics, Inc.), with its principal offices at 1801 Sunset Place, Unit C, Longmont CO 80501 and The Curators of the University of Missouri-Columbia with its principal offices at  115 Business Loop 70W, Room 501, Office of Sponsored Programs Administration, Columbia, Missouri 65211-0001.

The purpose of this Amendment is to revise the sponsored research project entitled "Phenotyping of transgenic soybean samples for response to soybean cyst nematode."

1. This amendment changes the name of Evolutionary Genomics, Inc. to E G Crop Science, Inc.

2. This amendment incorporates the following changes to specific A RTICLES of the original agreement:

ARTICLE 02.  PERIOD OF PERFORMANCE: The period of performance is changed to November 1, 2014 through October 31, 2019.

ARTICLE 03.  PROJECT COSTS/AWARD:  Delete in Its entirety and replace with the following: This is a fixed unit price contract. It ls agreed that the expected total project costs to the Sponsor for this Contract will be $135,000.  The fixed unit price is $20 per plant (including direct and indirect costs). The total amount may increase as the total number of experimental plants analyzed increases.

ARTICLE 04.  IN VOICE SUBMISSION AND PAYMENTS:  Actual payments in the amount of $67,500 have been received as of this amendment (check #1338, received on or around 2/4/16). The University will Invoice on an as needed basis after the pre-payment is exhausted.

The following language is removed completely:  "Within ninety (90) days of the end of the Contract period, the University will provide Sponsor with a final statement of expenditures. Any balance of funds unexpended, if applicable, at the conclusion of the Contract period must be returned to Sponsor."

ARTICLE 14. NOTICES: for the University, add the following contact Information: Send seed and paper seed inventory list to:

Dr. Tri Vuong

Senior Research Scientist

University of Missouri

1-31 Agriculture Building

Columbia, MO 65211-7140

Office phone:   573-884-4848

Cell phone:   573-529-3095

Email electronic seed inventory list to:   vuongt@missouri.edu

3. This amendment deletes the Budget section only outlined in Attachment A, SCOPE OF WORK/BUDGET and replaces it with the following:

Revised Budget:

Cost ls $20.00 per plant including University Overhead.  The budget of $135,000 allows for 6,750 soybean plants (T1, T2 or T3 generation transgenic plants as specified by the Sponsor) to be tested for response to specific SCN races. This includes all experimental material plants and control plants that are also run as part of each experiment. The University and Sponsor may increase the number of plants and the amount of budget upon mutual consent.

All other terms and conditions of the original Agreement remain in effect.

In Witness Whereof, the parties hereto have executed this Agreement in duplicate by proper persons thereunto duly authorized.

MU Project No. 00049300

EX-10.10

EXHIBIT 10.10

Agreement Amendment #2

Effective May 20^th, 2016, this is Amendment #2 to further amend the Sponsored Research Contract, fully executed on 12124/14 and amended by Amendment #1 on 4/13/16, between the E G Crop Science, Inc. (previously known as Evolutionary Genomics, Inc.),with its principal offices at 1801 Sunset Place, Unit C, Longmont CO 80501 and The Curators of the University of Missouri-Columbia with its principal offices at 115 Business Loop 70W, Mizzou North, Room 501, Office of Sponsored Programs Administration, Columbia, Missouri  65211-0001.

The purpose of this Amendment is to revise the Work Order/Budget (See Attached Schedule A) for the sponsored research project entitled "Development of transgenic soybean (Glycine max) with candidate genes for SCN resistance." This Amendment adds $93,190 for a new total award of $357,310.

This amendment also changes the name of Evolutionary Genomics, Inc. to E G Crop Science, Inc.

All other terms and conditions of the original Agreement remain in effect.

In Witness Whereof, the parties hereto have executed this Agreement in duplicate by proper persons thereunto duly authorized.

MU Project No. 00048381

Second Amendment for Fee for Service Agreement

Schedule A

Work Order

Related to Fee for Service Agreement

Between University of Missouri - Columbia and E G Crop Science, Inc.

Effective Date of _May 20^h, 2016

NOTE: In the event of any conflict with the terms of a Work Order and the terms of the Agreement, the terms of the Agreement will control.

SCOPE OF WORK I BUDGET

Title of the Service Project

Development of transgenic soybean (Glycine max) with candidate genes for SCN resistance:

First Amendment

Overall goals:

To develop transgenic soybean events carrying genes of interest for soybean cyst ·nematode resistance analysis

The specific objectives of this project are to:

Make 11 new constructs carrying SCN genes driven by Gmubi917 promoter (see the following section for construct construction)

Produce and identify at least 6 inheritable events for each SCN gene from either 6 existing constructs (see original agreement) or new constructs (see Construct designs section below) with at least 100 seeds per event.

Analyze primary (T0) transgenic soybean plants using herbicide leaf-painting. The events to be analyzed will include not only new events produced from the above described constructs specified in this second amendment but also the Williams 82 events produced from existing EG constructs specified in the original agreement.

Analyze progeny plants (T1) of primary transgenic plants using leaf-painting to determine transgene inheritance and estimate the number of transgene loci. Those events whose SCN

genes will have passed to the progeny will be sent to Dr. Henry Nguyen's lab for SCN screening. Only those constructs whose transgenic soybean events will display desirable SCN resistant phenotypes will be advanced to T2 generation to obtain homozygous lines for further SCN tests by Dr. Henry Nguyen’s lab.

Three lines (T1) of each T0 event that has transmitted the transgene and display desirable SCN resistance phenotypes will be analyzed by real-time PCR to confirm transgene expression as well as Southern blot. Then, 10 progeny plants (T1) of each event carrying transgene will be advanced to T2 seeds.

Analyze T2 plants from each of the 10 T1 lines to identify at least 1 homozygous line for each event using leaf-painting. This homozygous line will be advanced to T3 seeds. If an extra homozygous line could be obtained out of 10 T1 lines, it would be kept as a backup and advanced to T3 seeds.

In case the selectable marker gene, bar, is suppressed to such a level that progeny analysis by leaf painting would not be feasible, PCR would be used to determine the segregation to identify the T2 homozygous lines.

Methods:

Construct designs:

The Facility/University will provide newly built construct, pMU104, for the 11 new SCN constructs while E G Crop Science (hereafter called "Client") will provide amplicons (within cloning vector) for the 10 new SCN genes of interest along with restriction maps. These 10 SCN genes include existing 5 SCN genes (EGI to EG5) and 5 new SCN genes (E07, E08. EG9, EG10 and EG11) (Appendix 1). This new construct carries soybean Gmubi917 promoter driving SCN genes and NOS promoter driving bar gene. Use of Gmubi917 promoter will further secure success in SCN resistance phenotype and use of NOS promoter will minimize risk of too strong expression of bar gene leading to high escape rate. The Facility/University will assemble and clone the desired expression cassettes for the genes of interest into the pMU104. All genes of interest are listed in Appendix 1. If the amplicons wouldn't be suitable for the cloning work, Facility will synthesize or PCR amplify the amplicons to fit the cloning work.

Mobilization and confirmation of constructs:

All new SCN constructs as well as empty control construct will be mobilized into Agrobacterium tumefaciens and verified for their integrity by plasmid rescue and restriction enzyme digest.

Development of transgenic soybean events and transformation system:

The Facility will start transformation experiments as outlined in the time-table for milestone work until the expected number of experiments are started. Facility will use soybean genotype

"Magellan" as transformation material and will employ its most recent Agrobacterium tumefaciens-mediated soybean transformation system (Zhang et al., unpublished) to develop transgenic soybean events. This system was derived from the protocols described previously (Zhang et al., 1999, Plant Cell, Tissue, and Organ Culture 56:37-46; Ohloft et al., 2003, Planta 216:723 -735; Zeng et al., 2004, Plant Cell Reports 22:478-482) and is now capable of delivery foreign genes into various soybean genotypes. The time frame for each independent experiment from the start to the T1 seed harvest is about 10 to 12 months, dependent on the plant growing seasons and the impact of the transgene on plant growth and development. The Facility will manage to shorten the time-frame during the greenhouse growth phase wherever possible and as long as the seed production won't be reduced to less than 50 seeds per event to secure SCN assays and obtaining T3 homozygous seeds.

Experimental design and deliverables:

A series of coordinated, consecutive transformation experiments will be conducted to generate the desired transgenic events. Based on Facility's previous experience, an empty construct will be required side by side with the constructs carrying the genes of interest in transformation experiments to help evaluate the impact of the genes of interest on SCN resistance, and/or plant transformation and regeneration process, as well as transgene inheritance. Each independent experiment will start with 400 explants and multiple independent experiments will be started for the six existing constructs (including pZY101.2 empty control) as well as 8 newly built constructs (including one new pMU106 empty control). Based on previous experience with the Facility binary construct backbone, this should generate sufficient number (minimal 6) of TO primary transgenic events per SCN gene successfully transferred to the greenhouse. Of these events, at least 6 will be inheritable event for each SCN gene. We anticipate an average of at least 100 seeds per event. The time frames for the milestone work are listed below and require a good coordination between Client and the Facility. To facilitate good coordination, monthly update phone-calls will be scheduled between the Facility and the Client.

For herbicide screen leaf-painting, glufosinate solution (100mg/L or higher) will be applied to young, fully-expended leaves of young plants and results will be taken 5-7 days afterwards. ·For Southern blot analysis, young, fully-expended leaves of young plants will be sampled. CTAB genomic DNA ex1raction protocol or commercial kits will be used and genomic DNA will be cut with the restriction enzyme that will cut only once within the T-DN allowing to identify the number of transgene loci. Radiative P-32 will be used to label the probe to detect transgene insert.

For real-time PCR, primers will be designed based on the sequences provided by E G Crop Science, Inc. Reference gene suitable for transcript analysis of various soybean tissues will be 60s/ELF1b or equally effective alternative reference gene.

For progeny analysis to determine transgene inheritance, segregation ratio, and identify homozygous lines, at least 18 progeny plants from each parental line will be analyzed by

herbicide screen. If no segregation in T2 plants of T1 parental lines is found, at least additional 20 T2 plants of each line will be analyzed by the leaf-painting to confirm the homozygosity.

At least one homozygous T2 line per event will be advanced to T3 seeds for down-stream SCN assays by another lab. We anticipate average of at least 100 T3 seeds (lines) of each event will be available for SCN assays.

Staff and Facility Resources

The Facility has the capacity to complete this project For this project one post-doctoral associate who is skillful in molecular biology study including project needed molecular bench work, one full-time Research Specialist who specializes in soybean transformation and one greenhouse manager who specializes in greenhouse management, plant care, and progeny segregation analysis will contribute to this project to secure the success. Located in the Sears Plant Growth Facility greenhouse, the facility has spacious growth rooms, culture incubators, and greenhouse room that are specifically assigned for soybean and other crop tissue culture and greenhouse growth.

Time-table for transformation work (excluding cloning work and progeny analysis)

Task Name	Earliest delivery in weeks	Latest delivery in weeks
Total time from transformation of soybean cot-node	80	119
to T3 seeds
Seed germination	1	1
Co-cultivation	1	1
Shoot induction	4	4
Shoot elongation	6	18
Rooting	3	6
Acclimatization	3	4
Greenhouse	17	24
Harvest Tl seeds	1	1
Tl analysis and harvest T2 seeds	12	30
T2 analysis and harvest T3 seeds	22	30
Delivery o/ T3 seeds to SCN team (Final Milestone)

Continued from the last step of the above table, it will take average 6 months from planting T1 seeds to harvesting T2 seeds. Then, 1-2 months “drying seeds” will be needed to secure T2 seed germination for progeny test. Next, it will require another average 6-7 months to obtain T3 seeds while T2 homozygous lines of T1 lines of each T0 events will be identified. In total, at least one year will be needed from planting T1 seeds to harvesting T3 seeds.

Budget (milestone payments):

The amount of this amendment request of $93,190 and a new total award of $357,310. The payment schedule for funds issued under this amendment is as follows:

$55,914	Upon full execution of this amendment.	11/1/16
		Initials and date
$37,276	Upon completion of Final Milestone.

Payment will be made within 30 days of invoice

Within ninety (90) days of the end of the Contract period, Facility will provide Client with a final written report containing the following information pertaining to the conduct of this Work Order:

·

Metrics collected for each construct; total explants treated, total explants lost to contamination, total rooted lines sent to the greenhouse, total number of events per construct, average seed set per plant and frequency of soybean escapes or chimeric plants, as well as Southern blot and qRT-PCR results.

Appendix 1: Constructs carrying genes for functional analysis

EX-21.1

EXHIBIT 21.1

Subsidiaries

Name of Subsidiary	Jurisdiction
EG Crop Science, Inc.	Delaware
ICAM Therapeutics, Inc.	Delaware

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Steve Warnecke, certify that:

1. I have reviewed this annual report on Form 10-K of Evolutionary Genomics, Inc.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting .

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information ; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	February 10, 2017
BY:	/s/ Steve Warnecke
	Steve Warnecke
	Chief Executive Officer
	(principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Steve Warnecke, certify that:

1. I have reviewed this annual report on Form 10-K of Evolutionary Genomics, Inc.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting .

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information ; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	February 10, 2017
BY:	/s/ Steve Warnecke
	Steve Warnecke
	Chief Financial Officer
	(principal financial officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Evolutionary Genomics, Inc. (the "Company") on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steve B Warnecke, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

BY:	/s/ Steve B Warnecke
	Steve B Warnecke
	Chief Executive Officer
	(principal executive officer)
	February 10, 2017

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Evolutionary Genomics, Inc. (the "Company") on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steve B Warnecke, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

BY:	/s/ Steve B Warnecke
	Steve B Warnecke
	Chief Financial Officer
	(principal financial officer)
	February 10, 2017

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Jun. 30, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	EVOLUTIONARY GENOMICS, INC.
Entity Central Index Key	0000884363
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 12,753,969
Entity Common Stock, Shares Outstanding	5,881,898
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2016

XML

Consolidated Balance Sheets - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current assets
Cash	$ 2,057,548	$ 3,823
Accounts receivable	9,289	16,148
Trading securities	64,299	257,698
Prepaid expenses	22,414	22,094
Total current assets	2,153,550	299,763
Non-current assets
Property and equipment, net	205,726	138,826
Intangible assets, net	4,043,398	2,560,317
Investment in VetDC, Inc.		171,924
Total non-current assets	4,249,124	2,871,067
Total assets	6,402,674	3,170,830
Current liabilities
Accounts payable and accrued expenses	46,064	139,850
Billings in excess of costs		113,902
Total current liabilities	46,064	253,752
Long-term liabilities
Deferred tax liability	1,485,683
Total liabilities	1,531,747	253,752
Commitments and contingencies
Preferred Stock subject to possible redemption, $0.001 par value, 20,000,000 authorized at December 31, 2016 and 2015 Series A-1 Convertible Preferred Stock, $0.001 par value; 600,000 shares authorized, 577,063 shares issued and outstanding at December 31, 2016; liquidation preference of $3,226,130	3,029,579
Stockholders' equity
Common Stock, $0.001 par value; 780,000,000 shares authorized, 5,881,898 shares issued and outstanding at December 31, 2016 and 2015	5,882	5,882
Preferred Stock	196,549
Additional paid-in capital	12,579,212	12,699,467
Accumulated deficit	(10,940,295)	(9,788,271)
Total stockholders' equity	1,841,348	2,917,078
Total liabilities and stockholders' equity	$ 6,402,674	$ 3,170,830

XML

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	20,000,000	20,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	780,000,000	780,000,000
Common stock, issued shares	5,881,898	5,881,898
Common stock, outstanding shares	5,881,898	5,881,898
Series A-1 Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001
Preferred stock, authorized shares	600,000
Preferred stock, issued shares	577,063
Preferred stock, outstanding shares	577,063
Preferred stock, liquidation preference	$ 3,226,130

XML

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
Service and grant revenue	$ 221,582	$ 262,924
Operating expenses
Research and development	719,900	562,736
Salaries and benefits	264,340	128,929
General and administrative	290,809	294,117
Total operating expenses	1,275,049	985,782
Operating (loss)	(1,053,467)	(722,858)
Other income (expenses):
Investment income	7,436	57
Gain on investment in EG I, LLC		473,203
Realized gain (loss) on the sale of investments	59,856	(14,786)
Unrealized gain (loss) on trading securities	(165,849)	25,049
Equity method investment losses of EG I, LLC		(46,664)
Total other income (expenses)	(98,557)	436,859
Net loss	(1,152,024)	(285,999)
Preferred stock dividend	(196,549)
Net loss attributable to common stockholders	$ (1,348,573)	$ (285,999)
Net loss per common share, basic and diluted	$ (0.20)	$ (0.06)
Weighted average common shares outstanding, basic and diluted	5,881,898	4,906,503

XML

Consolidated Statement of Stockholders' Equity - USD ($)	Common Stock [Member]	Preferred Dividend [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Minority Interest [Member]	Total
Balance at Dec. 31, 2014	$ 3,853		$ 9,340,428	$ (9,502,272)	$ (1,297)	$ (159,288)
Balance, shares at Dec. 31, 2014	3,853,164					4,662,654
Stock compensation			8,929			$ 8,929
Shares issued for Acquisition of EG I, LLC	$ 777		2,010,161			2,010,938
Shares issued for Acquisition of EG I, LLC, shares	777,286
Issuance of Common Stock to Fona, Inc shareholders	$ 33				1,297	1,330
Issuance of Common Stock to Fona, Inc shareholders, shares	32,204
Conversion of Preferred Stock	$ 1,219		1,339,949			1,341,168
Conversion of Preferred Stock, shares	1,219,244
Net (loss)				(285,999)		(285,999)
Balance at Dec. 31, 2015	$ 5,882		12,699,467	(9,788,271)		$ 2,917,078
Balance, shares at Dec. 31, 2015	5,881,898					5,881,898
Stock compensation			101,840			$ 101,840
Preferred stock dividends		196,549	(196,549)
Issuance costs of Preferred Stock			(25,546)			(25,546)
Net (loss)				(1,152,024)		(1,152,024)
Balance at Dec. 31, 2016	$ 5,882	$ 196,549	$ 12,579,212	$ (10,940,295)		$ 1,841,348
Balance, shares at Dec. 31, 2016	5,881,898					5,881,898

XML

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (1,152,024)	$ (285,999)
Adjustments to reconcile net (loss) to net cash flows from operating activities
Depreciation and amortization	38,897	28,111
Equity method investment losses		46,664
Stock-based compensation	101,840	8,929
Realized gain on sale of investment in VetDC, Inc.	(69,222)	(4,500)
Realized (gain) or loss on sale of trading securities	9,366	19,286
Gain on investment in EG I, LLC		(473,203)
Unrealized loss on trading securities	165,849	(25,049)
Changes in operating assets and liabilities:
Accounts receivable	6,859	24,483
Prepaid expenses	(320)	(6,053)
Accounts payable and accrued expenses	(93,786)	80,350
Billings in excess of costs	(113,902)	(3,063)
Cash flows from operating activities	(1,106,443)	(590,044)
Cash flows from investing activities:
Purchase of property and equipment	(103,195)
Cash received in acquisition of EG I, LLC		82,025
Proceeds from sale of investment in VetDC, Inc.	241,146	34,500
Proceeds from sale of trading securities	18,184	17,759
Cash flows from investing activities	156,135	134,284
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	2,053,725	(455,760)
Cash, beginning of year	3,823	459,583
Cash, end of year	$ 2,057,548	$ 3,823

XML

Business Activity

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Activity

Note 1: Business Activity

Evolutionary Genomics, Inc. (the “Company,” “We,” or “Our”) has developed a technology platform, the Adapted Traits Platform (“ATP”), to identify commercially valuable genes that control important traits in animals and plants. We are using the ATP to identify genes to improve crop plant traits such as yield, sugar content, biomass, drought tolerance, and pest/disease resistance. Our platform identifies key genes that have changed successfully to impart new or improved traits.

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 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. Further information about these transactions can be found in Note 13.

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. The business and financial information included in this report is the business and financial information of Evolutionary Genomics, Inc. Pro-forma information has not been presented as the financial information of Fona was insignificant. 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.

In conjunction with the Merger, the Company acquired the remaining 77% of EG I, LLC. This transaction was accounted for as a business combination.

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.

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2: Summary of Significant Accounting Policies

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

Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

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 December 31, 2016 and 2015. Recoveries of receivables previously written off are recorded when received. The Company does not charge interest on past-due receivables.

Trading Securities: 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 December 31, 2016 and 2015. Net realized and unrealized gains and losses on trading securities are included in net earnings. For purpose 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 years ended December 31, 2016 and 2015.

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.

Investment in 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. The Company accounted for its investment in VetDC, Inc. using the cost method. The December 31, 2015 carrying value of this investment was $171,924.  All shares held by the Company were sold in the year ended December 31, 2016 and the Company recognized a $69,222 gain. VetDC, Inc. was the only cost method investment that the Company owns.

Billings in Excess of Costs: The liability account, billings in excess of costs and estimated earnings on uncompleted contracts, represents billings in excess of revenues recognized and earned.

Revenue Recognition: The Company recognizes revenue where persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Service revenues are generally recognized as fees for service contracts, including payments for Company personnel on a per-day basis 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 as revenue upon the achievement of the related milestone, as defined in the respective contracts. Advance project payments are recorded as customer deposits. There were no customer deposits as of December 31, 2016 and 2015. All revenue for the years ended December 31, 2016 and 2015 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 years ended December 31, 2016 and 2015.

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.

Income Taxes: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Management regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established, increased or decreased, an income tax charge or benefit is included in the consolidated financial statements and net deferred tax assets are adjusted accordingly. As of December 31, 2016 and 2015, 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, adjusted for those awards that are not expected to vest (forfeitures), 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. 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 year ended December 31, 2016, common stock equivalents including 577,063 shares of convertible preferred stock, options for 566,667 shares of common stock and warrants for 113,479 shares of common stock were excluded because their effect was anti-dilutive. For the year ended December 31, 2015, common stock equivalents including options for 186,667 shares of common stock and warrants for 113,479 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 the auditors’ report, which is the date that these consolidated financial statements were available for issuance.

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New Accounting Standards

12 Months Ended

Dec. 31, 2016

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Standards

Note 3: New Accounting Standards

Recently Adopted Accounting Standards

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 consolidated financial statements.

Recently Issued Accounting Standards

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. The Company is evaluating the impact of the standard on its consolidated financial statements, but upon adoption it is not expected to have a material impact on the 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 of this standard to be material.

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 are currently evaluating the impact of adoption.

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 are currently assessing how the adoption of this standard will impact our Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.  This ASU is intended to improve the recognition and measurement of financial instruments. Among other things, this ASU requires certain equity investments to be measured at fair value with changes in fair value recognized in net income. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods therein. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 4: Fair Value Measurements

The Company complies with the provisions of FASB ASC No. 820, “Fair Value Measurements and Disclosures” (“ASC 820”), in measuring fair value and in disclosing fair value measurements at the measurement date. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements required under other accounting pronouncements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements also reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model.

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

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

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

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

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 consolidated balance sheets:

	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, 2015
Trading securities	$	257,698	$	257,698	$	—	$	—
	$	257,698	$	257,698	$	—	$	—
Balance at December 31, 2016
Trading securities	$	64,299	$	64,299	$	—	$	—
	$	64,299	$	64,299	$	—	$	—

The following summarizes the valuation technique for assets and liabilities measured and recorded at fair value:

For the Company’s Level 1 measures, which represent common stock in publicly traded companies, fair value is based on the closing trade on December 31, 2016. The carrying value of financial instruments, including cash, receivables, accounts payable, and accrued expenses, approximates their fair value at December 31, 2016 and 2015 due to the relatively short-term nature of these instruments.

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Property and Equipment

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 5: Property and Equipment

Property and equipment is comprised of the following as of December 31, 2016 and 2015:

	December 31,			December 31,
	2016			2015
Equipment	$	432,499		$	329,304
Software		63,179			63,179
Furniture and fixtures		7,987			7,987
		503,665			400,470
Accumulated depreciation		(297,939	)		(261,644	)
Property and equipment, net	$	205,726		$	138,826

Depreciation expense for the years ended December 31, 2016 and 2015 was $36,295 and $25,508, respectively.

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Intangible Assets

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 6: Intangible Assets

Intangible assets are comprised of the following as of December 31, 2016 and 2015:

	December 31,			December 31,
	2016			2015
Acquired research in progress - indefinite lived	$	4,016,596		$	2,530,913
Patents		52,045			52,045
Accumulated amortization		(25,243	)		(22,641	)
Intangible assets, net	$	4,043,398		$	2,560,317

The Company expects to recognize $2,603 of amortization expense related to its patents during each of the next five years and the remaining $13,787 thereafter. Amortization expense for the patents during the years ended December 31, 2016 and 2015 was $2,602 and $2,603, respectively.

In its merger completed on October 19, 2015 (Note 13), 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. The research had been in process since November 2010 and the Company expects to complete the research and place this asset in service in early 2018. Additional expected costs to complete the research are expected to be approximately $270,000, 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. If this research is not completed within a reasonable timeframe or within estimated costs, future licensing revenue and the financial condition of the Company could be significantly impacted.

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Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Note 7: Income Taxes

The Company has incurred net losses every year and expects to incur losses in the future.  As a result, the Company did not record a federal tax provision or benefit during 2016 or 2015.

Items accounting for the differences between income taxes at statutory income tax rates and the actual effective rate are as follows:

Year Ended December 31,	2016			2015
Federal statutory rate		35.00	%		35.00	%
Effective state rate		3.35	%		3.35	%
Permanent differences:
Incentive stock options		-2.02	%		-1.20	%
Lobbying expense		-1.00	%		-8.05	%
Meals and entertainment		-0.02	%		-0.03	%
Valuation allowance		-35.31	%		-29.07	%
Effective rate		0.00	%		0.00	%

The components of deferred income tax assets and liabilities were as follows:

	December 31,			December 31,
	2016			2015
Deferred tax assets
Loss carryforwards	$	1,993,000		$	1,447,000
Marketable securities		180,000			116,000
Non-qualified stock options		16,000			—
Less valuation allowance		(2,183,000	)		(1,557,000	)
Deferred tax assets	$	6,000		$	6,000
Deferred tax liabilities
Depreciation/amortization		(6,000	)		(6,000	)
Intangible assets		(1,486,000	)		—
Deferred tax liabilities	$	(1,492,000	)	$	(6,000	)

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. The Company assesses its past earnings history and trends and projections of future net income. The Company recorded a valuation allowance for the entire amount of the net deferred tax asset at December 31, 2016 and 2015. In 2016, the Company finalized purchase accounting resulting in a deferred tax liability of approximately $1,486,000 being recorded.  The change in the valuation allowance during the years ended December 31, 2016 and 2015 was an increase of $626,000 and $83,000, respectively. The Company 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”) carryforwards of approximately $5,195,000 and $3,772,000. Use of NOL carryforwards are limited by the provisions of section 382 of the Internal Revenue Code. The NOL carryforwards expire in the years 2027 through 2035.

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Stockholders' Equity and Warrants

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Stockholders' Equity and Warrants

Note 8: Stockholders’ Equity and Warrants

The Amended and Restated Certificate of Incorporation of the Company dated October 19, 2015 authorized the issuance of 800,000,000 shares of all classes of stock including 780,000,000 shares of Common Stock having a par value of $0.001 per share and 20,000,000 shares of Preferred Stock having a par value of $0.001 per share, 600,000 of which were designated as Series A-1 Convertible Preferred Stock (“Series A-1”).  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 shall be entitled to receive out of the assets of the Company for each share of Series A-1 an amount equal to its stated value, $5.25 per share as of December 31, 2016, 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.

The Corporation is required to establish a segregated non-interest bearing trust account (the “Sinking Fund Account”) for the benefit of the Holders.  50% of all licensing fees received by the Corporation shall be deposited in the Sinking Fund Account within five (5) Business Days of receipt of any such fees by the Corporation.  In the event that the amount of cash in the Sinking Fund Account exceeds the liquidation preference of all issued and outstanding shares of Series A Preferred Stock not previously redeemed or converted pursuant to the terms hereof, the Corporation shall deliver a notice to the Holders (the “Mandatory Redemption Notice” and the date such notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”) of its obligation to redeem all of the then outstanding shares of Series A Preferred Stock (i) for cash in an amount equal to the liquidation preference per share and (ii) by issuing such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying (x) the number of shares of Series A Preferred Stock so to be redeemed by (y) the liquidation preference per share of the Series A Preferred Stock, and then by dividing such product by (z) the conversion price per share, payable and issuable, respectively, in full on the 5th Trading Day following the Mandatory Redemption Notice Date.  This is considered a contingent redemption feature.

Conversion: The holders of Series A-1 may convert their shares into shares of Common Stock at any time prior to the consummation of a liquidation, 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 December 31, 2016, subject to adjustment and (ii) by issuing one share, subject to adjustment, of Common Stock for each share of Series A-1 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 December 31, 2016, no licensing revenue has been received under these provisions and no sinking fund account has been established.

The Corporation is required to establish a segregated non-interest bearing trust account (the “Sinking Fund Account”) for the benefit of the Holders.  50% of all licensing fees received by the Corporation shall be deposited in the Sinking Fund Account within five (5) Business Days of receipt of any such fees by the Corporation.  In the event that the amount of cash in the Sinking Fund Account exceeds the liquidation preference of all issued and outstanding shares of Series A Preferred Stock not previously redeemed or converted pursuant to the terms hereof, the Corporation shall deliver a notice to the Holders (the “Mandatory Redemption Notice” and the date such notice is deemed delivered hereunder, the “Mandatory Redemption Notice Date”) of its obligation to redeem all of the then outstanding shares of Series A Preferred Stock (i) for cash in an amount equal to the liquidation preference per share and (ii) by issuing such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying (x) the number of shares of Series A Preferred Stock so to be redeemed by (y) the liquidation preference per share of the Series A Preferred Stock, and then by dividing such product by (z) the conversion price per share, payable and issuable, respectively, in full on the 5th Trading Day following the Mandatory Redemption Notice Date.  This is considered a contingent redemption feature.

Dividends: The Company shall pay to the holders of the Series A-1 dividends at the rate of 8% per annum. The dividend amount shall accrue and shall be payable in shares of Common Stock upon the conversion of the Series A-1, or upon the redemption of the Series A-1.  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 until dividends of Series A-1 been paid.  As of December 31, 2016, there were $196,549 in accrued preferred stock dividends as a component of equity as they will be issued in common stock.

Voting: The holders of the Series A-1 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 December 31, 2016 and 2015, the Company has outstanding warrants to purchase 113,479 shares of the Company’s Common Stock. The following table summarizes the status of the Company’s aggregate warrants outstanding:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Term(Years)
Balance, January 1, 2015		127,115		$	6.60		5.75
Granted		—
Exercised		—
Expired		(13,636	)
Balance, December 31, 2015		113,479		$	6.60		4.78
Granted		—
Exercised		—
Expired		—
Balance, December 31, 2016		113,479		$	6.60		3.78

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Note 9: Stock-Based Compensation

The Company grants stock-based instruments under the 2015 Stock Incentive Plan (“Plan”) for which 1,400,000 shares of the Company’s Common Stock has been reserved. The Plan allows for the issuance of incentive stock options and non-qualified stock options with a maximum contractual term of 10 years. Shares and options that are cancelled reload in the Plan for future issuance. For the years ended December 31, 2016 and 2015, the Company recorded compensation costs for incentive stock options of $101,840 and $8,929, 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 380,000 options during the year ended December 31, 2016 and none during the year ended December 31, 2015.

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 and the forfeiture rate was estimated at 0%.

The fair value of options granted was determined using the following assumptions:

Volatility	26.00%
Expected Term	5.5 - 6.0 years
Dividend Rate	0%
Risk Free Rate	1.31-1.51

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
Balance, January 1, 2015		220,000		$	0.55		7.39
Granted		—			—		—
Exercised		—			0.55		—
Cancelled		(33,333	)		—		—
Balance, December 31, 2015		186,667		$	0.55		6.39
Exercisable at December 31, 2015		186,667		$	0.55		6.39
Balance, January 1, 2016		186,667		$	0.55		6.39
Granted		380,000			3.13		10.00
Exercised		—			—		—
Cancelled		—			—		—
Balance, December 31, 2016		566,667		$	2.11		7.95	$	690,668
Exercisable at December 31, 2016		216,667		$	0.55		7.95	$	550,668

Options for 30,000 and 100,000 shares vested during the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, there was $233,251 of unrecognized compensation cost related to share-based compensation arrangements.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10: Commitments and Contingencies

Officer Indemnification: Under the Company’s organizational documents, the Company’s officers, employees, and directors are indemnified against certain liabilities arising out of the performance of their duties. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects any risk of loss to be remote. The Company also has an insurance policy for its directors and officers to insure them against liabilities arising from their performance in their positions with the Company.

Lease Commitments: The Company leases its operating facility, extended the lease effective July 1, 2016, and the twelve month rent of $28,535 is being paid in monthly installments of $2,378 per month. Renewals are by mutual agreement. The Company’s rent expense for the years ended December 31, 2016 and 2015 was $28,018 and 27,500, 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 December 31, 2016, thus limiting any future royalties as of December 31, 2016 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 years ended December 31, 2016 and 2015 because it has not received any revenue from the sale of products to date.

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Related Parties and Transactions

12 Months Ended

Dec. 31, 2016

Related Party Transactions [Abstract]

Related Parties and Transactions

Note 11: Related Parties and Transactions

Steve B. Warnecke: Mr. Warnecke is the Company’s Chief Executive Officer and Chairman of the Board and owns, directly or indirectly, 1,932,088 shares or 32.8% of the Common Stock outstanding as of December 31, 2016.

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 31, 2016, the Company sold all of its remaining shares of VetDC, Inc.

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Concentrations

12 Months Ended

Dec. 31, 2016

Risks and Uncertainties [Abstract]

Concentrations

Note 12: Concentrations

Revenue and Account Receivable Concentrations: The Company is dependent on a relatively few sources of revenue from grants and commercial research contracts. For each of the years ended December 31, 2016 and 2015, the Company had two customers that represented all gross service revenue. As of December 31, 2016 and 2015, 100% of the Company’s accounts receivable were due from one customer. As of December 31, 2016 and 2015, the maximum exposure to credit losses for this customer was $9,289 and $16,148, respectively. Loss of one or both of these customers 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.

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Agreement and Plan of Merger

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Agreement and Plan of Merger

Note 13: Agreement and Plan of Merger

On June 6, 2014, the Company, EG I, LLC (“EG I”), Fona, Inc., 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 merged with the Company and Sub LLC merged with EG I, with each the Company and EG I surviving as wholly owned subsidiaries of Fona. On October 19, 2015, Fona changed its name to Evolutionary Genomics, Inc.

Pursuant to the terms of the Merger Agreement, Fona issued to stockholders of record of the Company 308,821,675 newly issued shares of Common Stock, par value $0.001 per share of Fona, giving them 86.2% of the combined company, and 47,323,188 shares of Common Stock to the members of EG I, giving them 13.3% of the combined company. The original shareholders of Fona retained 1,960,688 shares, or 0.5% of the combined company. The Mergers are intended to be a transaction or transactions described in Section 351 of the Internal Revenue Code (the “Code”). In addition, a 1 for 60.8826565 shares reverse split of the Common Stock took place on October 19, 2015.

The Company finalized the calculation of the deferred tax liability associated with in process research and development increasing both by approximately $1,486,000.  The acquisition of the remaining 77% of EG, I LLC was accounted for as a business combination on October 19, 2015. The outstanding shares were acquired by issuing 777,286 (post-split) shares of common stock with an estimated fair value of approximately $2,011,000. The purchase price was allocated as follows:

	December 31, 2015			Measurement Period Adjustments			December 31, 2016
Cash	$	82,000		$	—		$	82,000
In process research and development	$	2,530,000		$	1,486,000		$	4,016,000
Deferred tax liability	$	—		$	(1,486,000	)	$	(1,486,000	)
Investment in subsidiary	$	(600,670	)	$	—		$	(600,670	)

The following unaudited pro forma financial information presents the combined results of the Company and EG I, LLC for the full years ended December 31, 2015 and 2014 as if the acquisition had closed on January 1, 2014 (in thousands):

	December 31, 2015
Revenue	$	110,997
Net loss	$	928,414
Loss per share basic and diluted	$	0.16

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Principals of Consolidation

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

Use of Estimates

Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Cash

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: 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 December 31, 2016 and 2015. Recoveries of receivables previously written off are recorded when received. The Company does not charge interest on past-due receivables.

Trading Securities

Trading Securities: 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 December 31, 2016 and 2015. Net realized and unrealized gains and losses on trading securities are included in net earnings. For purpose of determining realized gains and losses, the cost of securities sold is based on specific identification.

Property and Equipment

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

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 years ended December 31, 2016 and 2015.

Intangible Assets

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.

Investment in VetDC, Inc.

Investment in 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. The Company accounted for its investment in VetDC, Inc. using the cost method. The December 31, 2015 carrying value of this investment was $171,924.  All shares held by the Company were sold in the year ended December 31, 2016 and the Company recognized a $69,222 gain. VetDC, Inc. was the only cost method investment that the Company owns.

Billings in Excess of Costs

Billings in Excess of Costs: The liability account, billings in excess of costs and estimated earnings on uncompleted contracts, represents billings in excess of revenues recognized and earned.

Revenue Recognition

Revenue Recognition: The Company recognizes revenue where persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Service revenues are generally recognized as fees for service contracts, including payments for Company personnel on a per-day basis 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 as revenue upon the achievement of the related milestone, as defined in the respective contracts. Advance project payments are recorded as customer deposits. There were no customer deposits as of December 31, 2016 and 2015. All revenue for the years ended December 31, 2016 and 2015 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 years ended December 31, 2016 and 2015.

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.

Income Taxes

Income Taxes: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Management regularly assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established, increased or decreased, an income tax charge or benefit is included in the consolidated financial statements and net deferred tax assets are adjusted accordingly. As of December 31, 2016 and 2015, 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

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, adjusted for those awards that are not expected to vest (forfeitures), 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. 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: 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

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 year ended December 31, 2016, common stock equivalents including 577,063 shares of convertible preferred stock, options for 566,667 shares of common stock and warrants for 113,479 shares of common stock were excluded because their effect was anti-dilutive. For the year ended December 31, 2015, common stock equivalents including options for 186,667 shares of common stock and warrants for 113,479 shares of common stock were excluded because their effect was anti-dilutive.

Subsequent Events

Subsequent Events: The Company has evaluated all subsequent events through the date of the auditors’ report, which is the date that these consolidated financial statements were available for issuance.

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value

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

	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, 2015
Trading securities	$	257,698	$	257,698	$	—	$	—
	$	257,698	$	257,698	$	—	$	—
Balance at December 31, 2016
Trading securities	$	64,299	$	64,299	$	—	$	—
	$	64,299	$	64,299	$	—	$	—

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Schedule of property plant and equipment

Property and equipment is comprised of the following as of December 31, 2016 and 2015:

	December 31,			December 31,
	2016			2015
Equipment	$	432,499		$	329,304
Software		63,179			63,179
Furniture and fixtures		7,987			7,987
		503,665			400,470
Accumulated depreciation		(297,939	)		(261,644	)
Property and equipment, net	$	205,726		$	138,826

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets are comprised of the following as of December 31, 2016 and 2015:

	December 31,			December 31,
	2016			2015
Acquired research in progress - indefinite lived	$	4,016,596		$	2,530,913
Patents		52,045			52,045
Accumulated amortization		(25,243	)		(22,641	)
Intangible assets, net	$	4,043,398		$	2,560,317

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Schedule of income tax rate reconciliation

Items accounting for the differences between income taxes at statutory income tax rates and the actual effective rate are as follows:

Year Ended December 31,	2016			2015
Federal statutory rate		35.00	%		35.00	%
Effective state rate		3.35	%		3.35	%
Permanent differences:
Incentive stock options		-2.02	%		-1.20	%
Lobbying expense		-1.00	%		-8.05	%
Meals and entertainment		-0.02	%		-0.03	%
Valuation allowance		-35.31	%		-29.07	%
Effective rate		0.00	%		0.00	%

Schedule of deferred tax assets and liabilities

The components of deferred income tax assets and liabilities were as follows:

	December 31,			December 31,
	2016			2015
Deferred tax assets
Loss carryforwards	$	1,993,000		$	1,447,000
Marketable securities		180,000			116,000
Non-qualified stock options		16,000			—
Less valuation allowance		(2,183,000	)		(1,557,000	)
Deferred tax assets	$	6,000		$	6,000
Deferred tax liabilities
Depreciation/amortization		(6,000	)		(6,000	)
Intangible assets		(1,486,000	)		—
Deferred tax liabilities	$	(1,492,000	)	$	(6,000	)

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Stockholders' Equity and Warrants (Tables)

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Summary of Warrants Activity

The following table summarizes the status of the Company’s aggregate warrants outstanding:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Term(Years)
Balance, January 1, 2015		127,115		$	6.60		5.75
Granted		—
Exercised		—
Expired		(13,636	)
Balance, December 31, 2015		113,479		$	6.60		4.78
Granted		—
Exercised		—
Expired		—
Balance, December 31, 2016		113,479		$	6.60		3.78

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Assumptions

The fair value of options granted was determined using the following assumptions:

Volatility	26.00%
Expected Term	5.5 - 6.0 years
Dividend Rate	0%
Risk Free Rate	1.31-1.51

Schedule of Stock Option Activity

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
Balance, January 1, 2015		220,000		$	0.55		7.39
Granted		—			—		—
Exercised		—			0.55		—
Cancelled		(33,333	)		—		—
Balance, December 31, 2015		186,667		$	0.55		6.39
Exercisable at December 31, 2015		186,667		$	0.55		6.39
Balance, January 1, 2016		186,667		$	0.55		6.39
Granted		380,000			3.13		10.00
Exercised		—			—		—
Cancelled		—			—		—
Balance, December 31, 2016		566,667		$	2.11		7.95	$	690,668
Exercisable at December 31, 2016		216,667		$	0.55		7.95	$	550,668

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Agreement and Plan of Merger (Tables)

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Schedule of Allocation of Purchase Price of EG, I, LLC

The purchase price was allocated as follows:

	December 31, 2015			Measurement Period Adjustments			December 31, 2016
Cash	$	82,000		$	—		$	82,000
In process research and development	$	2,530,000		$	1,486,000		$	4,016,000
Deferred tax liability	$	—		$	(1,486,000	)	$	(1,486,000	)
Investment in subsidiary	$	(600,670	)	$	—		$	(600,670	)

Schedule of Pro Forma Financial Information for Acquisitions

The following unaudited pro forma financial information presents the combined results of the Company and EG I, LLC for the full years ended December 31, 2015 and 2014 as if the acquisition had closed on January 1, 2014 (in thousands):

	December 31, 2015
Revenue	$	110,997
Net loss	$	928,414
Loss per share basic and diluted	$	0.16

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Business Activity (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2015	Dec. 31, 2015
Business Acquisition [Line Items]
Distribution to shareholders in connection with purchase of Fona, Inc.
Percentage of outstanding stock purchased during reverse merger with Fona, Inc.		75.16%
Eg I, LLC [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Percentage of acquisition accounted for as a business combination	77.00%

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Summary of Significant Accounting Policies (Other) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Allowance for doubtful accounts
Asset impairment charges

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Summary of Significant Accounting Policies (Property and Equipment) (Details)	12 Months Ended
	Dec. 31, 2016
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives of property and equipment	7 years

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Summary of Significant Accounting Policies (Intangilbe Assets) (Details)	12 Months Ended
	Dec. 31, 2015
Patents [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets useful lives	20 years

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Summary of Significant Accounting Policies (Investment in VetDC, Inc.) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Investment in VetDC, Inc.		$ 171,924
Realized gain on sale of investment in VetDC, Inc.	$ 69,222	$ 4,500

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Summary of Significant Accounting Policies (Net Loss Per Common Share) (Details) - shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from earnings per share calculation	577,063
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from earnings per share calculation	566,667	186,667
Common Stock and Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from earnings per share calculation	113,479	113,479

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Fair Value Measurements (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	$ 64,299	$ 257,698
Total	64,299	257,698
Quoted Prices in Active Markets for Identical Items (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities	64,299	257,698
Total	64,299	257,698
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities
Total
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading securities
Total

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Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 503,665	$ 400,470
Accumulated depreciation	(297,939)	(261,644)
Property and equipment, net	205,726	138,826
Depreciation expense	36,295	25,508
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	432,499	329,304
Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	63,179	63,179
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,987	$ 7,987

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Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Intangible assets, accumulated amortization	$ (25,243)	$ (22,641)
Intangible assets, net	4,043,398	2,560,317
Acquired research in progress [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	4,016,596	2,530,913
Additional expected costs to complete research		280,000
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	52,045	52,045
Amortization expense	2,602	$ 2,603
Year one	2,603
Year two	2,603
Year three	2,603
Year four	2,603
Year five	2,603
After year five	$ 13,787

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Income Taxes (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Operating Loss Carryforwards [Line Items]
Change in Valuation Allowance	$ 626,000	$ 83,000
Estimated NOL Carry-forward	$ 5,195,000	$ 3,772,000
Minimum [Member]
Operating Loss Carryforwards [Line Items]
NOL and tax credit expiration dates	Dec. 31, 2027
Maximum [Member]
Operating Loss Carryforwards [Line Items]
NOL and tax credit expiration dates	Dec. 31, 2035

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Income Taxes (Income Tax Reconciliation) (Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Federal statutory rate	35.00%	35.00%
Effective state rate	3.35%	3.35%
Permanent differences:
Incentive stock options	(2.02%)	(1.20%)
Lobbying expense	(1.00%)	(8.05%)
Meals and entertainment	(0.02%)	(0.03%)
Valuation allowance	(35.31%)	(29.07%)
Effective rate	0.00%	0.00%

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Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets
Loss carryforwards	$ 1,993,000	$ 1,447,000
Marketable securities	180,000	116,000
Non-qualified stock options	16,000
Less valuation allowance	(2,183,000)	(1,557,000)
Deferred tax assets	6,000	6,000
Deferred tax liabilities
Depreciation/amortization	(6,000)	(6,000)
Intangible assets	(1,486,000)
Deferred tax liabilities	$ (1,492,000)	$ (6,000)

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Stockholders' Equity and Warrants (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Oct. 19, 2015
Class of Stock [Line Items]
Capital stock, authorized shares			800,000,000
Common stock, authorized shares	780,000,000	780,000,000	780,000,000
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Preferred stock, authorized shares	20,000,000	20,000,000	20,000,000
Preferred stock, par value	$ 0.001	$ 0.001	$ .001
Preferred stock dividend	$ 196,549
Series A-1 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, authorized shares	600,000
Preferred stock, par value	$ 0.001
Liquidation preference	$ 5.25

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Stockholders' Equity and Warrants (Summary of Warrants Activity) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Number of Warrants
Warrants outstanding at beginning of period	113,479	127,115
Granted
Exercised
Expired		(13,636)
Warrants outstanding at end of period	113,479	113,479	127,115
Weighted Average Exercise Price
Warrants outstanding at beginning of period	$ 6.60	$ 6.60	$ 6.60
Granted
Exercised
Expired
Warrants outstanding at end of period	$ 6.60	$ 6.60	$ 6.60
Weighted Average Remaining Term (Years)	3 years 9 months 11 days	4 years 9 months 11 days	5 years 9 months

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Stock-Based Compensation (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Number of shares reserved for issuance under 2015 Stock Incentive Plan	1,400,000
Expiration period for stock options	10 years
Compensation costs for incentive stock options	$ 101,840	$ 8,929
Stock options granted during period	380,000
Number of shares vested during the period	30,000	100,000
Unrecognized compensation cost related to share-based compensation arrangements	$ 233,251
Volatility	26.00%
Dividend Rate	0.00%
Minimum Risk Free Rate	1.31%
Maximum Risk Free Rate	1.51%
Minimum [Member]
Expected Term	5 years 6 months
Maximum [Member]
Expected Term	6 years

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Stock-Based Compensation (Summary of Stock Options Activity) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Number of Options
Balance, beginning	186,667	220,000
Granted	380,000
Exercised
Cancelled		(33,333)
Balance, ending	566,667	186,667	220,000
Exercisable	216,667	186,667
Outstanding, intrinsic value	$ 690,668
Exercisable, intrinsic value	$ 550,668
Weighted Average Exercise Price
Balance, beginning	$ 0.55	$ 0.55	$ 0.55
Granted	3.13
Exercised		0.55
Cancelled
Balance, ending	2.11	0.55	$ 0.55
Exercisable	$ 0.55	$ 0.55
Outstanding, contractual term	7 years 11 months 12 days	6 years 4 months 21 days	7 years 4 months 21 days
Exercisable, contractual term	7 years 11 months 12 days	6 years 4 months 21 days

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Commitments and Contingencies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Monthly rent payment	$ 2,378
Minimum lease commitment	28,535
Rent expense	28,018	$ 27,500
Total amount of grant revenue recognized to date	262,400
Total possible future royalties owed	$ 393,600

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Related Parties and Transactions (Details) - Chief Executive Officer [Member]	Dec. 31, 2016 shares
Related Party Transaction [Line Items]
Number of common stock shares outstanding owned by related party	1,932,088
Percentage of common stock shares outstanding owned by related party	32.80%

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Concentrations (Details)	12 Months Ended
	Dec. 31, 2016 USD ($) Customers	Dec. 31, 2015 USD ($) Customers
Concentration Risk [Line Items]
Maximum exposure to credit losses from customers during period | $	$ 9,289	$ 16,148
Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk percentage	100.00%	100.00%
Number of customers in concentration percentage	1	1
Gross Service Revenue [Member]
Concentration Risk [Line Items]
Number of customers in concentration percentage	2	2

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Agreement and Plan of Merger (Narrative) (Details) - USD ($)	1 Months Ended		12 Months Ended
	Oct. 31, 2015	Jun. 30, 2014	Dec. 31, 2015	Dec. 31, 2016	Oct. 19, 2015
Business Acquisition [Line Items]
Common stock, par value			$ 0.001	$ 0.001	$ 0.001
Shares issued for Acquisition of EG I, LLC			$ 2,010,938
Evolutionary Genomics, Inc. [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Newly issued shares provided to shareholders pursuant to terms of Merger Agreement		308,821,675
Common stock, par value		$ 0.001
Percentage of equity interest of combined company to be held by the shareholder group pursuant to the merger agreement		86.20%
Eg I, LLC [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Newly issued shares provided to shareholders pursuant to terms of Merger Agreement		47,323,188
Percentage of equity interest of combined company to be held by the shareholder group pursuant to the merger agreement		13.30%
Percentage of acquisition accounted for as a business combination	77.00%
Shares issued for Acquisition of EG I, LLC, shares	777,286
Shares issued for Acquisition of EG I, LLC	$ 2,011,000
Fona, Inc. [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Percentage of equity interest of combined company to be held by the shareholder group pursuant to the merger agreement		0.50%
Number of shares to be retained by original shareholders pursuant to merger agreement		1,960,688

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Agreement and Plan of Merger (Purchase Price Allocation) (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Cash	$ 82,000	$ 82,000
In process research and development	4,016,000	2,530,000
Deferred tax liability	1,485,683
Investment in subsidiary	(600,670)	$ (600,670)
Measurement Period Adjustments [Member]
Cash
In process research and development	1,486,000
Deferred tax liability	(1,486,000)
Investment in subsidiary

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Agreement and Plan of Merger (Unaudited Proforma Information) (Details)	12 Months Ended
	Dec. 31, 2015 USD ($) $ / shares
Business Combinations [Abstract]
Revenue	$ 110,997
Net loss	$ 928,414
Loss per share basic and diluted | $ / shares	$ 0.16