What changed in this filing

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Item 1. Financial Statements

2025-03-10 compared with 2024-12-11 · 179 added, 169 removed, 672 unchanged (34% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

October 31, 2024

April 30, 2024

CURRENT ASSETS

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shares designated;

and nil 0 issued and outstanding as of October 31, 2024 and April 30, 2024, respectively

and nil 0 shares issued and outstanding as of January 31, 2025 and April 30, 2024, respectively

Series B Convertible Preferred Stock, $ 1,000 stated value per share, 6,000 designated;

2,100 issued and outstanding as of

October 31, 2024 and April 30, 2024

2,100 shares issued and outstanding as of January 31, 2025 and April 30, 2024

Common stock, $ 0.0001 par value:

300,000,000 shares authorized;

5,231,254 and 687,999 issued and outstanding as of October 31, 2024 and April 30, 2024, respectively

5,796,834 and 687,999 shares issued and outstanding as of January 31, 2025 and April 30, 2024, respectively

Additional paid-in capital

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( 2,594,185 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

The accompanying notes are an integral part of

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For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

OPERATING EXPENSES

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( 9,087,581 )

OTHER EXPENSE, NET

OTHER EXPENSE

Interest expense

Total other expense, net

( 1,361,563 )

( 2,906,033 )

( 2,335,974 )

( 6,433,799 )

Dividends on preferred shares

NET LOSS AVAILABLE TO COMMON SHARES

Total other expense

$ ( 1,039,434 )

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Condensed Statements of Stockholders’

Equity (Deficit)

For the Three Months Ended October 31, 2024

For the Three Months Ended January 31, 2025

Series A Convertible

Series B Convertible

Preferred Stock

BALANCES, July 31, 2024

$ 53,782,414 -

$ ( 54,994,819 )

BALANCES, October 31, 2024

$ ( 56,356,382 )

Issuance of common stock for cash, net of issuance costs

Issuance of common stock for restricted stock awards

Issuance of preferred stock for cash, net of issuance costs

Conversion of preferred stock to common stock

Stock-based compensation to employees and consultants

( 1,415,214 )

Preferred Series A dividend

( 1,039,434 )

BALANCES, October 31, 2024

( 1,039,434 )

BALANCES, January 31, 2025

$ ( 57,395,816 )

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Condensed Statements of Stockholders’

For the Three Months Ended October 31, 2023

For the Three Months Ended January 31, 2024

Series B Convertible

Note Receivable for

Preferred Stock

Common Stock -

Related Party

BALANCES, July 31, 2023

Subscription Receivable

BALANCES, October 31, 2023

$ ( 14,876,293 )

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Issuance of common stock for cash, net of issuance costs

Issuance of common stock for restricted stock awards

Subscription receivable payment received

Stock-based compensation to employees and consultants

Subscription receivable for issuance of preferred stock - related party

Return of common stock for note receivable - related party

( 14,876,286 )

Stock-based compensation to employees and consultants

( 2,662,418 )

BALANCES, October 31, 2023

( 2,662,418 )

BALANCES, January 31, 2024

$ ( 53,168,879 )

4 unchanged sentences

Condensed Statements of Stockholders’

Equity (Deficit)

For the Six Months Ended October 31, 2024

(Deficit) Equity

For the Nine Months Ended January 31, 2025

Series A Convertible

Series B Convertible

Preferred Stock

BALANCES, April 30, 2024

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Stock-based compensation to employees and consultants

Preferred Series A dividend

( 3,375,408 )

BALANCES, October 31, 2024

BALANCES, January 31, 2025

$ ( 57,395,816 )

4 unchanged sentences

Equity (Deficit)

For the Six Months Ended October 31, 2023

For the Nine Months Ended January 31, 2024

Series B Convertible

Note Receivable for

Preferred Stock

Common Stock -

Related Party

Subscription Receivable

BALANCES, April 30, 2023

3 unchanged sentences

Issuance of common stock for restricted stock awards

Subscription receivable for issuance of preferred stock - related

Subscription receivable payment received

Stock-based compensation to employees and consultants

Return of common stock for note receivable - related party

( 14,876,286 )

Stock-based compensation to employees and consultants

( 9,096,217 )

BALANCES, October 31, 2023

( 9,096,217 )

BALANCES, January 31, 2024

$ ( 53,168,879 )

4 unchanged sentences

Condensed Statements of Cash Flows

For the Six Months Ended

For the Nine Months Ended

Cash flows from operating activities:

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Net proceeds from the issuance of common stock

Net proceeds from the issuance of preferred stock

Net proceeds from the issuance of Series A preferred stock

Net proceeds from the issuance of Series B preferred stock - related party

Net cash provided by financing activities

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Conversion of note payable and accrued interest into Series B convertible preferred stock

Series A convertible preferred stock dividends

Return of common stock for note receivable - related party

$ ( 14,883,295 )

Issuance of preferred stock for subscription receivable - related party

Fair value of warrants issued for related party payable

The accompanying notes are an integral part of

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The Second Reverse Split did not affect the number of

authorized shares of Common Stock, preferred stock or their respective par value per share.

As a result of the Second Reverse Split, each

ten shares of Common Stock issued and outstanding prior to the Second Reverse Split were converted into one share of Common Stock.

Second Reverse Split became effective in the State of Delaware on July 16, 2024.

authorized shares of Common Stock, preferred stock or their respective par values per share.

As a result of the Second Reverse Split,

each ten shares of Common Stock issued and outstanding prior to the Second Reverse Split were converted into one share of Common Stock.

The Second Reverse Split became effective in the State of Delaware on July 16, 2024.

All share amounts in these financial statements have

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financial statements have been prepared on the basis that the Company will continue as a going concern.

As of October 31, 2024, the Company

As of January 31, 2025, the Company

had cash of $ 3.4 million, working capital of $ 3.2 million, an accumulated deficit of $ 57.4 million and stockholders’ equity of $ 3.4

For the three and six months ended October 31, 2024, the Company had net losses of $ 1.4 million and $ 2.4 million, respectively.

For the six months ended October 31, 2024, cash used in operating activities was $ 4.5 million.

For the three and nine months ended January 31, 2025, the Company had net losses of $ 1.0 million and $ 3.4 million, respectively.

For the nine months ended January 31, 2025, cash used in operating activities was $ 5.9 million.

Historically, the Company has financed

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However, based on the Company’s current business plan, management believes

that the Company’s cash and cash equivalents at October 31, 2024, together with the anticipated receipt of funds from its “at-the-market”

that the Company’s cash and cash equivalents at January 31, 2025, together with the anticipated receipt of funds from its “at-the-market”

offering and from the sale of its Series A and Series B Convertible Preferred Stock pursuant to the securities purchase agreements related

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These condensed financial statements should be read in conjunction with the

audited financial statements and notes thereto contained in the Company’s Report on Form 10-K for the year ended April 30, 2024,

audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended April 30,

2024, filed with the SEC on July 30, 2024.

In the opinion of management, the accompanying condensed interim financial statements include all

adjustments necessary in order to make the condensed financial statements not misleading.

In the opinion of management, the accompanying condensed interim financial statements include

all adjustments necessary in order to make the condensed financial statements not misleading.

The results of operations for interim periods

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highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents.

As of October 31, 2024

As of January 31, 2025

and April 30, 2024, the Company had no cash equivalents.

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liabilities resulting from imbedded derivatives associated with certain warrants to purchase Common Stock.

The fair values of warrants

are determined using the Black-Scholes valuation model, a “Level 3” fair value measurement, based on the estimated fair value

of Common Stock, volatility based on the historical volatility data of similar companies, considering the industry, products and market

capitalization of such other entities, the expected life based on the remaining contractual term of the warrants and the risk free interest

rate based on the implied yield available on U.S.

Treasury Securities with a maturity equivalent to the warrants’ contractual life.

Property and Equipment,

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specific terms of the warrant agreement.

The fair values of warrants

are determined using the Black-Scholes valuation model, a “Level 3” fair value measurement, based on the estimated fair value

of Common Stock, volatility based on the historical volatility data of similar companies, considering the industry, products and market

capitalization of such other entities, the expected life based on the remaining contractual term of the warrants and the risk free interest

rate based on the implied yield available on U.S.

Treasury Securities with a maturity equivalent to the warrants’ contractual life.

Based on the terms of the

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Schedule of antidilutive securities excluded from computation of earnings per share

For the Six Months Ended October 31,

For the Nine Months Ended January 31,

Stock options (1)

Restricted stock units

(1) The Company has excluded 10,000 stock options for the six months ended October 31, 2024 and 2023, with

(1) The Company has excluded 10,000 stock options for the nine months ended January 31, 2025 and 2024, with

an exercise price of $0.06, from its anti-dilutive securities as these shares have been included in our determination of basic loss per

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Management has considered

all other recently issued accounting standards and does not believe the adoption of such standards will have a material impact on its

condensed financial statements.

all other recently issued accounting standards and does not believe the adoption of such standards will have a material impact on the

Company’s condensed financial statements.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

2 unchanged sentences

Schedule of prepaid expenses and other current assets

October 31, 2024

January 31, 2025

April 30, 2024

8 unchanged sentences

Prepaid clinical

trial expenses at October 31, 2024 represented the unamortized portion of clinical trial expense and will be amortized as used.

trial expenses at January 31, 2025 represented the unamortized portion of clinical trial expense and will be amortized as used over the

On June 14, 2024, the Company

purchased directors’ and officers’ insurance for 12 months in the amount of $ 227,000 .

Prepaid insurance at October 31, 2024

Prepaid insurance at January 31, 2025

represented the unamortized portion of directors’ and officers’ insurance.

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A summary of stock option

activity for the six months ended October 31, 2024 is presented below:

activity for the nine months ended January 31, 2025 is presented below:

Schedule of share-based payment arrangement, option, activity

5 unchanged sentences

Options expired

Balance at October 31, 2024

Options vested and expected to vest at October 31, 2024

Options exercisable at October 31, 2024

Balance at January 31, 2025

Options vested and expected to vest at January 31, 2025

Options exercisable at January 31, 2025

The aggregate intrinsic value

3 unchanged sentences

Restricted stock unit activity

for the six months ended October 31, 2024 is presented below:

for the nine months ended January 31, 2025 is presented below:

Schedule of nonvested restricted stock units activity

2 unchanged sentences

Unvested at April 30, 2024

Unvested at October 31, 2024

Unvested at January 31, 2025

Performance Contingent

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Due to the significant risks and uncertainties

associated with achieving the market-contingent awards, as of October 31, 2024, management believes that the achievement of the requisite

associated with achieving the market-contingent awards, as of January 31, 2025, management believes that the achievement of the requisite

performance conditions is not probable and, as a result, no compensation cost has been recognized for these awards.

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Phase II clinical trial of AL001 would be achieved and had recognized the related stock-based compensation.

As of October 31, 2024, management

As of January 31, 2025, management

believed that the achievement of the second performance condition was not probable and, as a result, no compensation cost has been recognized

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(“TAMM Net”) to purchase an aggregate of

3,000 shares of Common Stock at a per share exercise price of $225.00 per share, of which 50% would vest upon the completion of Phase

I of AL001 by March 31, 2022, and the remaining 50% would vest upon completion of Phase I/IIA of ALZN002 by December 31, 2022.

3,000 shares of Common Stock at a per share exercise price of $225.00 per share, of which 50% vested upon the completion of Phase I of

AL001 on March 22, 2022, and the remaining 50% would vest upon completion of Phase I/IIA of ALZN002 by December 31, 2022.

On January 19, 2023, the Board

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related to the vesting.

As of October 31, 2024, management believed that the achievement of the remaining requisite performance condition

was not probable and, as a result, no compensation cost has been recognized for these awards related to ALZN002 – Alzheimer’s.

The remaining requisite performance condition was not met on or before December 31, 2024 and, as a result, the

remaining unvested stock options were cancelled and no compensation cost has been recognized for these awards related to ALZN002 –

Stock-Based Compensation

The Company’s results

of operations included expenses relating to stock-based compensation for three and six months ended October 31, 2024 and 2023, were comprised

of operations, which included expenses relating to stock-based compensation for three and nine months ended January 31, 2025 and 2024,

were comprised as follows:

Schedule of stock-based compensation

For the Three Months Ended October 31,

For the Six Months Ended October 31,

For the Three Months Ended January 31,

For the Nine Months Ended January 31,

Research and development

General and administrative

As of October 31, 2024, total

unamortized stock-based compensation expense related to unvested employee and non-employee awards that are expected to vest was $ 284,000 .

As of January 31, 2025, total

unamortized stock-based compensation expense related to unvested employee and non-employee awards that were expected to vest was $ 171,000 .

The weighted-average period over which such stock-based compensation expense will be recognized was approximately 0.7 years.

During the three months ended

October 31, 2024, the Company issued warrants to purchase an aggregate of 440,000 shares of common stock at an exercise price of $ 12.50

(i) On August 19, 2024, the Company issued a warrant to purchase 160,000 shares of Common Stock at an exercise

price of $ 12.50 in connection with the sale of convertible preferred stock to Orchid Finance, LLC (“Orchid”) for $ 2,000,000 .

Based on the terms of the Company’s warrant agreement, the Company accounted for the warrant as an equity instrument as the warrant

is indexed to the common stock, requires settlement in shares and would be classified as equity under ASC 815.

The fair value of the warrant

on the date issued was $ 571,000 .

(ii) On August 21, 2024, the Company issued a warrant to purchase 200,000 shares of Common Stock at an exercise

price of $ 12.50 in connection with the sale of convertible preferred stock to Orchid for $ 2,500,000 .

Based on the terms of the Company’s

warrant agreement, the Company accounted for the warrant as an equity instrument as the warrant is indexed to the common stock, requires

settlement in shares and would be classified as equity under ASC 815.

The fair value of the warrant on the date issued was $ 486,000 .

(iii) On September 11, 2024, the Company issued a warrant to purchase 80,000 shares of Common Stock at an exercise

price of $ 12.50 in connection with the sale of convertible preferred stock to Orchid for $ 1,000,000 .

Based on the terms of the Company’s

warrant agreement, the Company accounted for the warrant as an equity instrument as the warrant is indexed to the common stock, requires

settlement in shares and would be classified as equity under ASC 815.

The fair value of the warrant on the date issued was $ 69,000 .

Warrant activity for the six

months ended October 31, 2024 is presented below:

During the nine months ended

January 31, 2025, the Company issued warrants to purchase an aggregate of 640,000 shares of Common Stock at an exercise price of $ 12.50

Warrant activity for

the nine months ended January 31, 2025 is presented below:

Schedule of warrant activity

3 unchanged sentences

Cancelled/Expired

Outstanding at October 31, 2024

Outstanding at January 31, 2025

The following table summarizes

information about Common Stock warrants outstanding and exercisable at October 31, 2024:

information about Common Stock warrants outstanding and exercisable at January 31, 2025:

Schedule of common stock warrants outstanding

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Preferred Stock

May 8, 2024, the Company and Orchid entered into a securities purchase agreement (the “Orchid SPA”) for the purchase

May 8, 2024, the Company and Orchid entered into a securities purchase agreement (the “Old Orchid SPA”) for the purchase

of up to 2,500 shares of Series A Convertible Preferred Stock and warrants to purchase shares up to 2,000,000 shares of Common Stock in

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The purchase price was paid

Series A Convertible Preferred Stock has a stated value of $1,000 per share and holders of

the Series A Convertible Preferred Stock are entitled to cumulative cash dividends at an annual rate of 15%, or $1,500.00 per share (“Dividend

Amount”), based on the stated value per share.

Notwithstanding the foregoing, for as long as any share(s) of Series A Preferred

Stock shall remain outstanding, the Dividend Amount shall be paid either in shares of Series A Preferred Stock or cash, at Orchid’s

discretion, in each case equal to the Dividend Amount.

Each share of Series A Convertible Preferred Stock is convertible into shares

of Common Stock cased on the conversion price (“Series A Conversion Price”), which is defined as (a) the state value of the

Series A Preferred Stock being converted pus all accrued but unpaid dividends, divided by (b) the greater of (i) $2.50 per share (“Floor

Price”), and (ii) the lesser of (A) $15.00 and (B) 80% of the lowest closing price of the Common Stock during the three trading

days immediately prior to the date of the conversion.

The Conversion Price is subject to adjustment in the event of an issuance of Common

Stock at a price per share lower than the Conversion Price then in effect, but not below the Floor Price.

The Floor Price shall, however,

be adjusted for stock splits, stock dividends, combinations or similar transactions.

The holders of the Series A Convertible Preferred

Stock are entitled to vote with the Common Stock as a single class on an as-converted basis, subject to applicable law provisions of the

Delaware General Corporation Law and Nasdaq, provided, however, that for purposes of complying with Nasdaq regulations, the conversion

price, for purposes of determining the number of votes the holder of Series A Convertible Preferred Stock is entitled to cast, shall not

be lower than $5.63 (the “Voting Floor Price”), which represents the closing sale price of the Common Stock on the trading

day immediately prior to the execution date of the Orchid SPA.

The Voting Floor Price shall be adjusted for stock dividends, stock splits,

stock combinations and other similar transactions.

Upon a liquidation event, the holders of Series A Convertible Preferred Stock receive

a liquidation preference ahead of holders of Common Stock.

Series A Convertible Preferred Stock has a stated value of $10,000 per share and holders

of the Series A Convertible Preferred Stock are entitled to cumulative cash dividends at an annual rate of 15%, or $1,500.00 per share

(“Dividend Amount”), based on the stated value per share.

Notwithstanding the foregoing, for as long as any share(s) of Series

A Preferred Stock shall remain outstanding, the Dividend Amount shall be paid either in shares of Series A Preferred Stock or cash, at

Orchid’s discretion, in each case equal to the Dividend Amount.

Each share of Series A Convertible Preferred Stock is convertible

into shares of Common Stock based on the conversion price (“Series A Conversion Price”), which is defined as (a) the state

value of the Series A Preferred Stock being converted pus all accrued but unpaid dividends, divided by (b) the greater of (i) $2.50 per

share (the “Series A Floor Price”), and (ii) the lesser of (A) $15.00 and (B) 80% of the lowest closing price of the Common

Stock during the three trading days immediately prior to the date of the conversion.

The Series A Conversion Price is subject to adjustment

in the event of an issuance of Common Stock at a price per share lower than the Series A Conversion Price then in effect, but not below

the Series A Floor Price.

The Series A Floor Price shall, however, be adjusted for stock splits, stock dividends, combinations or similar

transactions.

The holders of the Series A Convertible Preferred Stock are entitled to vote with the Common Stock as a single class on

an as-converted basis, subject to applicable law provisions of the Delaware General Corporation Law and Nasdaq, provided, however, that

for purposes of complying with Nasdaq regulations, the Series A Conversion Price, for purposes of determining the number of votes the

holder of Series A Convertible Preferred Stock is entitled to cast, shall not be lower than $5.63 (the “Series A Voting Floor Price”),

which represents the closing sale price of the Common Stock on the trading day immediately prior to the execution date of the Old Orchid

The Series A Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.

Upon a liquidation event, the holders of Series A Convertible Preferred Stock receive a liquidation preference ahead of holders of Common

Series B Convertible

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Each share of Series B Convertible Preferred Stock is convertible into a number of

shares of Common Stock determined by dividing the Stated Value by $10.00 (the “Conversion

The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than

the Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.

of the Series B Convertible Preferred Stock are entitled to vote with the Common Stock as a single class on an as-converted basis, subject

to applicable law provisions of the Delaware General Company Law and Nasdaq, provided, however, that for purposes of complying with Nasdaq

regulations, the conversion price, for purposes of determining the number of votes the holder of Series B Convertible Preferred Stock

is entitled to cast, shall not be lower than $8.73 (the “Voting Floor Price”), which represents the closing sale price of

the Common Stock on the trading day immediately prior to the Execution Date.

The Voting Floor Price shall be adjusted for stock dividends,

stock splits, stock combinations and other similar transactions.

Upon a liquidation event the holders of Series B Convertible Preferred

Stock receive a liquidation preference ahead of holders of Common Stock.

shares of Common Stock determined by dividing the Stated Value by $10.00 (the “Series

B Conversion Price”).

The Series B Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price

per share lower than the Series B Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations

or similar events.

The holders of the Series B Convertible Preferred Stock are entitled to vote with the Common Stock as a single class

on an as-converted basis, subject to applicable law provisions of the Delaware General Company Law and Nasdaq, provided, however, that

for purposes of complying with Nasdaq regulations, the Series B Conversion Price, for purposes of determining the number of votes the

holder of Series B Convertible Preferred Stock is entitled to cast, shall not be lower than $8.73 (the “Series B Voting Floor Price”),

which represents the closing sale price of the Common Stock on the trading day immediately prior to the Execution Date.

The Series B Voting

Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.

Upon a liquidation

event the holders of Series B Convertible Preferred Stock receive a liquidation preference ahead of holders of Common Stock.

The warrants have an exercise

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The offer and sale of the

shares will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying

shares is being made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying

base prospectus contained therein (Registration Statement No.

1 unchanged sentence

by the SEC on August 10, 2023.

During the six months ended

October 31, 2024, the Company sold an aggregate of 755,888 shares of Common Stock pursuant to the ATM Offering for gross and net proceeds

of $ 1.2 million.

During the three months ended

October 31, 2024, Orchid converted 649.5363 shares of Series A Convertible Preferred Stock into 3,613,951 shares of Common Stock.

the six months ended October 31, 2024, Orchid converted 712.0133 shares of Series A Convertible Preferred Stock into 3,787,284 shares

of Common Stock.

During the nine months ended

January 31, 2025, the Company sold an aggregate of 1,321,468 shares of Common Stock pursuant to the ATM Offering for gross proceeds of

$ 2.0 million and net proceeds of $ 1.9 million.

Old Orchid SPA

During the nine months ended

January 31, 2025, Orchid converted 712.0133 shares of Series A Convertible Preferred Stock into 3,787,284 shares of Common Stock.

RELATED PARTY TRANSACTIONS

In connection with the Orchid

SPA, the Company agreed to pay Ault Lending an origination fee of five percent (5%) of the total

gross proceeds we receive from Orchid upon each purchase of Series A Convertible Preferred Stock.

During the three and six months ended

October 31, 2024, origination fees due to Ault Lending were $ 275,000 and $ 400,000 , respectively.

In connection with the Old

Orchid SPA, the Company agreed to pay Ault Lending an origination fee of five percent (5%) of the

total gross proceeds we receive from Orchid upon each purchase of Series A Convertible Preferred Stock.

During the nine months ended January

31, 2025, origination fees due to Ault Lending were $ 400,000 .

SUBSEQUENT EVENTS

From November 1, 2024 to December

10, 2024, the Company sold an aggregate of 201,543 shares of Common Stock pursuant to the ATM Offering for gross and net proceeds of $ 280,000 .

From February 1, 2025 to March

7, 2025, the Company sold an aggregate of 800,673 shares of Common Stock pursuant to the ATM Offering for gross proceeds of $ 869,000 and

net proceeds of $ 843,000 .

On February 28, 2025, the

Company and Orchid entered into a securities purchase & exchange agreement (the “New Orchid SPA”) for the (i) exchange

of 97.7511 shares of Series A Convertible Preferred Stock for an equal number of shares of the Company’s Series C convertible preferred

stock (the “Series C Convertible Preferred Stock”) and (ii) purchase of up to 500 shares of Series C Convertible

Preferred Stock and warrants to purchase up to 1,000,000 shares of Common Stock in several tranche closings .

Company filed a certificate of designations, designating 1,000 shares of preferred stock as Series C Convertible Preferred Stock.

Series C Convertible Preferred Stock has a stated value of $ 10,000 per share and holders

of the Series C Convertible Preferred Stock are entitled to the Dividend Amount, based on the stated value per share.

Notwithstanding

the foregoing, for as long as any share(s) of Series C Preferred Stock shall remain outstanding, the Dividend Amount shall be paid either

in shares of Series C Preferred Stock or cash, at Orchid’s discretion, in each case equal to the Dividend Amount.

Each share of

Series C Convertible Preferred Stock is convertible into such number of shares of Common Stock equal to (x) the stated value of the Series

C Convertible Preferred Stock being converted plus all accrued but unpaid dividends, divided by (y) the greater of (i) $0.10 per share

(the “Series C Floor Price”), and (ii) the lesser of (A) $15.00 and (B) 80% of the lowest closing price of the Common Stock

during the three (3) trading days immediately prior to the date of conversion (the “ Series C Conversion

Each share of Series C Convertible Preferred Stock is convertible into shares of Common Stock based on the

Series C Conversion Price .

The Series C Conversion

Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Series C Conversion

Price then in effect, but not below the Series C Floor Price.

The Series C Floor Price Floor Price shall, however, be adjusted

for stock splits, stock dividends, combinations or similar transactions.

The holders of the Series C Convertible Preferred Stock are entitled

to vote with the Common Stock as a single class on an as-converted basis, subject to applicable law provisions of the Delaware General

Corporation Law and Nasdaq, provided, however, that for purposes of complying with Nasdaq regulations, the Series C Conversion Price,

for purposes of determining the number of votes the holder of Series C Convertible Preferred Stock is entitled to cast, shall not be lower

than $0.8375 (the “Series C Voting Floor Price”), which represents the closing sale price of the Common Stock on the trading

day immediately prior to the execution date of the New Orchid SPA.

The Series C Voting Floor Price shall be adjusted for stock dividends,

stock splits, stock combinations and other similar transactions.

Upon a liquidation event, the holders of Series C Convertible Preferred

Stock receive a liquidation preference ahead of holders of Common Stock.

On March 3, 2025, Orchid exchanged

the 97.7511 shares of Series A Convertible Preferred Stock it owned for an equal number of shares of Series C Convertible Preferred Stock

(the “Exchange”).

In addition, in connection with the Exchange, Orchid received from the Company warrants to purchase 1,000,000

shares of Common Stock and the Company canceled all of Orchid’s warrants previously issued to it, which were exercisable for an

aggregate of 640,000 shares of Common Stock.

Finally, as a result of the Exchange, the Old Orchid SPA, and all rights and obligations

thereunder, were canceled.

Management has evaluated events

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements