Caution Regarding Forward-Looking Information





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



Company Overview



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




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



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

with
the SEC.



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



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



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



14





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



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



On April 29, 2014, the United States Patent and Trademark Office issued patent
8,710,300 titled EXPRESSION OF DIRIGENT GENE EG261 AND ITS ORTHOLOGS AND
PARALOGS ENHANCES PATHOGEN RESISTANCE IN PLANTS. On December 5, 2017 and March
3, 2020, the United States Patent and Trademark Office issued additional patents
which extended the previous patent to include additional variations of the gene.
During 2017, the Company was issued similar patents in Canada, Brazil and China
and has additional patents pending in Argentina and India. On January 15, 2021,
the Company filed a patent application on its second soybean pest/disease
resistance gene, EG19, and has included that gene in its ongoing two generation,
whole plant validation research. The Company has also discovered additional
candidate genes that may impact pathogen resistance. There can be no assurance
that any of these genes will be proven effective in validation testing or lead
to licensing agreements or revenue.



We entered into a Service Agreement with UW under which they transformed
soybeans using our genes and helped to establish the right combinations to
achieve a range of expression. UW grew events from seven constructs of EG261 and
EG19 in their greenhouses. These plants were harvested in May 2020 for
generation T2 seeds. The seeds were transferred to the University of Missouri
and testing began in November 2020. We have completed four cycles of planting,
growing and testing and expect to complete another two to three cycles by fall
2021. The results of the second cycle were discarded because of process issues
but the results of other cycles were promising with improvement in disease
resistance observed in plants transformed with our genes.



If results from the next two or three cycles confirm these findings, the Company
intends to 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.



The Company has identified pest/disease resistance genes in other commercially
valuable crops. The Company is in various stages of projects identifying genes
in tomatoes and corn that may lead to increased pest/disease resistance. If
successful, we intend to market them to the seed industry. This strategy will
require Evolutionary Genomics to incur significant research costs prior to any
confirmation of commercial viability and there can be no guarantee that the
desired results can be achieved or that commercialization can be reached.



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



15





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



We believe that this native banana gene can be introduced into cultivated
bananas, particularly the Fusarium-sensitive Cavendish cultivar in order to make
these cultivars resistant to Fusarium Wilt. Cavendish cultivars are sterile and
seedless, but it should be possible to use MAB (marker assisted breeding),
though perhaps difficult and time-consuming, to move FusR1 into Cavendish and
other cultivated bananas. We believe that a gene transformation approach would
be faster and easier. Given the threat of possible extinction for Cavendish,
rapid approaches are not only warranted but essential and minimally genetically
edited bananas will be accepted depending upon how the gene transfer is
accomplished. Transfer of this native banana gene to cultivated bananas can also
be accomplished with CRISPR technology, which allows a targeted, clean, and
efficient transfer and which, as compared to more traditional genetic editing
techniques, minimizes potential side effects. We believe that Cavendish bananas
can be rendered Fusarium Wilt resistant by changing only a few base pairs. These
sorts of minimal changes have been allowed by the USDA and FDA in several crops.
Even in Europe, use of CRISPR technology has gained substantial traction.



On June 26, 2019, we filed a United States patent application titled
IDENTIFICATION AND RESISTANCE GENES FROM WILD RELATIVES OF BANANA AND THEIR USES
IN CONTROLLING PANAMA DISEASE. We are awaiting review of these patents by the
United States Patent Office.



On August 19, 2020, the Company entered into the DCA with Dole for the
development of plant varieties within the Musa genus of the Musaceae family
(including the Cavendish variety of banana) that exhibit resistance to Fusarium
Wilt Tropical Race 4 (popularly known as Panama Disease). Subject to compliance
with various provisions of the agreement, the agreement includes working capital
funding from Dole to the Company over the next four years. In addition to
working capital funding, Dole will reimburse the Company for the development of
banana plants and incur additional costs for the commercialization of plants
upon successful completion of the development portion of this project. In the
year ended December 31, 2020, the Company received $800,000 of working capital
funding and $1,295,831 of reimbursement of development costs pursuant to this
agreement. Per the Agreement, 50% of future royalties may be offset with the
research funding provided by Dole. In the event that Dole terminates the
agreement for material breach by the Company or the Company's bankruptcy, the
Company must repay all funding provided by Dole within six months of
termination. The parties have agreed to negotiate the terms of the long-term
license agreement upon successful completion of the development portion of

this
project.



If we are able to successfully transform and validate our banana genes, which
will likely take 24-36 months from the start of the project in September 2020,
under the terms of the agreement with Dole, we expect to negotiate a long-term
royalty contract for the commercialization of banana plants using our genes.
This licensing arrangement will likely be exclusively with Dole and contain
royalty payments based on the number of plants and/or hectares of plants. Even
if EG's genes are proven to be effective, it is difficult to predict the future
revenue stream that any licensing arrangement can generate and will be heavily
dependent upon the speed with which Panama Disease spreads throughout the world
necessitating a solution and any changes in the price of bananas based on supply
and demand. Many articles are available in the public realm detailing the
significance of the disease and the spread throughout the world.



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

rate
of Panama disease.

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

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

intellectual property or others may have competing claims.

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

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






16

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

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

the fruit.

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

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

commercial launch of bananas with genetics changed using our methods.

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

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

- Our cash flow is highly dependent upon our only expected source of funding

provided under our Development and Commercialization Agreement with Dole Food

Company.

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

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

the negotiation of a long-term royalty licensing agreement expected in the


   third year of that agreement.

These and other risk factors are discussed in more detail in our 10-K filing dated March 31, 2021.

Evolutionary Genomics has no registered trademarks. The Company had two full
time employees and one part-time employee as of June 30, 2021 and leases its
operating facility on a month-to-month basis after June 30, 2017. Evolutionary
Genomics is not currently involved in or aware of any threatened or actual

legal
proceedings.

Unaudited Results of Operations





                                                                         Three Months Ended June 30,                                            Six Months Ended June 30,
                                                                   2021                               2020                                2021                               2020
                                                                        Percent of                         Percent of                           Percent of                        Percent of
                                                        Amount           Revenue           Amount           Revenue            Amount            Revenue           Amount           Revenue
Grant revenue                                         $         -                N/A     $         -                N/A     $           -                N/A     $    12,500             100.0 %
 Research and development                                 136,199                N/A         167,526                N/A           233,014                N/A         260,748            2086.0 %
 Salaries and benefits                                     92,429                N/A          93,229                N/A           184,859                N/A         185,659            1485.3 %
 General and administrative                               325,079                N/A          49,842                N/A           649,684                N/A         106,507             852.1 %
Total operating expenses                                  553,707                N/A         310,597                N/A         1,067,557                N/A         552,914            4423.3 %
Operating loss                                           (553,707 )              N/A        (310,597 )              N/A        (1,067,557 )              N/A        (540,414 )         -4323.3 %
Other income                                                    6                N/A          15,799                N/A               114                N/A           3,800              30.4 %
Income Taxes                                                    -                N/A               0                N/A                 -                N/A               -               0.0 %
Net loss                                              ($  553,701 )              N/A     ($  294,798 )              N/A     ($  1,067,443 )              N/A     ($  536,614 )         -4292.9 %
Preferred stock dividend                                  (71,392 )              N/A         (71,392 )              N/A          (142,784 )              N/A        (142,783 )         -1142.3 %

Net loss attributable to common stockholders          ($  625,093 )        

     N/A     ($  366,190 )              N/A     ($  1,210,227 )              N/A     ($  679,397 )         -5435.2 %




Grant Revenue




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

ended
in January 2020.

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





Operating Expenses

Operating expenses increased $514,643, or 93.1% to $1,067,557 for the six months ended June 30, 2021 from $552,914 for the six months ended June 30, 2020. Changes in these items are described below.

Operating expenses increased $243,110, or 78.3% to $553,707 for the three months ended June 30, 2021 from $310,597 for the three months ended June 30, 2020. Changes in these items are described below.





17





Research and Development



Research and development decreased $27,734, or 10.6%, to $233,014 for the six
months ended June 30, 2021 from $260,748 for the six months ended June 30, 2020.
The decrease was primarily due to decreased patent costs partially offset by an
increase in costs for our soybean project.



Research and development decreased $31,327, or 18.7%, to $136,199 for the three
months ended June 30, 2021 from $167,526 for the three months ended June 30,
2020. The decrease was primarily due to decreased patent costs.



Salaries and Benefits



Salaries and benefits decreased $800, or 0.4%, to $184,859 for the six months
ended June 30, 2021 from $185,659 for the six months ended June 30, 2020. The
decrease was primarily due to decreased payroll taxes.



Salaries and benefits decreased $800, or 0.9%, to $92,429 for the three months
ended June 30, 2021 from $93,229 for the three months ended June 30, 2020. The
decrease was primarily due to decreased payroll taxes.



General and Administrative



General and administrative expenses increased $543,177, or 510.0%, to $649,684
for the six months ended June 30, 2021 from $106,507 for the six months ended
June 30, 2020. The increase was primarily due to the amortization of our
research in progress which was placed into service on August 19, 2020.



General and administrative expenses increased $275,237, or 552.2%, to $325,079
for the three months ended June 30, 2021 from $49,842 for the three months ended
June 30, 2020. The increase was primarily due to the amortization of our
research in progress which was placed into service on August 19, 2020.



Other Income



Total other income decreased $3,686, or 97.0%, to $114 for the six months ended
June 30, 2021 from $3,800 for the six months ended June 30, 2020. The decrease
was primarily due to decreased gains in investments which were sold in December
2020.




Total other income decreased $15,793, or 100.0%, to $6 for the three months
ended June 30, 2021 from $15,799 for the three months ended June 30, 2020. The
decrease was primarily due to decreased gains in investments which were sold in
December 2020.



Net Loss



Net loss increased $530,829, or 98.9%, to $1,067,443 for the six months ended
June 30, 2021 from $536,614 for the six months ended June 30, 2020. The increase
was primarily due to the amortization of our research in progress and a decrease
in grant revenue partially offset by decreased patent costs.

Net loss increased $258,903, or 87.8%, to $553,701 for the three months ended June 30, 2021 from $294,798 for the three months ended June 30, 2020. The increase was primarily due to the amortization of our research in progress partially offset by decreased patent costs.





Financial Condition



The Company's working capital decreased $361,781 to ($87,352) as of June 30,
2021 from $274,429 as of December 31, 2020 primarily due to the operating loss
partially offset by proceeds of notes payable.



Liquidity



As of June 30, 2021, the Company had $588 in bank accounts. Subsequent to June
30, 2021, the Company received an additional $7,000 SBA EIDL Advance, a $50,000
increase in the SBA EIDL Loan and the $800,000 twelve-month anniversary payment
under the Dole DCA. Installment payments, including interest at the rate of
3.75% per annum, of $1,022 monthly over thirty years from the date of the
original promissory note will begin on June 5, 2022.



18






Management believes the Company's existing cash balances along with the SBA EIDL
Advance, SBA EIDL additional loan and $800,000 and contractually obligated
future funding from our agreement with Dole will provide the necessary liquidity
to meet our obligations as they come due over the next year. We expect that the
funding from these sources will be sufficient to cover our obligations for

the
next twelve months.

Off-Balance Sheet Arrangements





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



Contractual Obligations



The Company leases its operating facility and pays its rent in monthly
installments. The lease was renewed in June 2016 for a period of twelve months
and monthly rentals for the period of July 1, 2016 through June 30, 2021 are
$2,378 per month which continues on a month-to-month basis. There is no minimum
lease commitment as of June 30, 2021. Renewals after June 30, 2017 are by mutual
agreement. The Company's rent expense for the six months ended June 30, 2021 and
2020 was $14,267.



The Company is obligated to pay royalties to the United Soybean Board of 10% of
the sale of products derived from the soybean genes that were the subject of the
research performed by the Contractor or from royalties received by the Company
from the sale of products by a third party not to exceed 150% of the total
amount paid to the Contractor under this Agreement. The Company has recognized
to date grant revenue from the contract of $262,400 as of June 30, 2021, thus
limiting any future royalties as of June 30, 2021 to a total of $393,600. The
Company has not accrued or paid any royalties under the terms of the Agreement
as of and during the six months ended June 30, 2021 because it has not received
any revenue from the sale of products to date.



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

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