What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 193 added, 174 removed, 83 unchanged (82% of the section changed)

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AI pioneered the smart mailbox for drone deliveries, evolving into a leader in the Autonomous Last Mile (“ALM”).

transforming last-mile logistics by enabling secure, seamless exchanges between drones, robots, and people.

are transforming last-mile logistics by enabling secure, seamless exchanges between drones, robots, and people.

Our mission is to connect

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Machine learning:

Primarily deployed in our fourth and fifth generation Access Points (“AP4” and “AP5” units)

Primarily deployed in our fourth and fifth-generation Arrive Points (“AP4” and “AP5” units)

for local IoT (Internet of Things) data processing, edge computing (inferencing) for environment and transactional models, and interactions

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through complex AI models, but we will also leverage foundational AI models like ChatGPT or LAMA for device-based human interactions.

Operational platform fees.

Our network of Access Points, the supporting software and AI plus ML, collectively create a platform that

is intended to provide valuable services and insights to all stakeholders in the ALM ecosystem.

For example, our automated delivery marketplace

(“ADM”) will use a Google-AdSense-like market to help prioritize and optimize high-demand access schedules and space availability

for our access point network.

This platform will provide a broad array of critical functions for the ALM ecosystem including arrival/departure

scheduling, space optimization, smart delivery notifications, micro weather conditions, local restrictions, transactional status updates,

and automation issues/obstacles.

These advanced capabilities will be introduced in our AP5 development and pilot program currently in

ALM Marketplace.

Our network of Arrive Points, the supporting software and AI plus ML, collectively create a platform that is intended

to provide valuable services and insights to all stakeholders in the ALM ecosystem.

For example, our automated delivery marketplace (“ADM”)

will use a Google-AdSense-like market to help prioritize and optimize high-demand access schedules and space availability for our access

point network.

This platform will provide a broad array of critical functions for the ALM ecosystem including arrival/departure scheduling,

space optimization, smart delivery notifications, micro weather conditions, local restrictions, transactional status updates, and automation

issues/obstacles.

These advanced capabilities will be introduced in our AP5 development and pilot program currently in development.

differentiate ourselves through a comprehensive, integrated solution:

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Early Market Penetration:

We have already secured pilot programs with significant customers, including a specialty pharmaceutical delivery

company, demonstrating early validation and learning opportunities for sustainable economics.

Health Deployment

May 19, 2025, we announced a two-year agreement to deploy patented Arrive Points at Hancock Health, a regional hospital located in Greenfield,

Under this agreement, Arrive Points will serve as a reliable, chain-of-custody compliant hub for the drop-off and pickup of

biospecimens from the cancer center.

The first deployment installed two third generation Arrive Points (“AP3”) in conjunction

with ground robots in a single route.

Initial revenue was recorded in this quarter for the engineering, development and consulting on

Recurring subscription service for access to the Arrive network and rolling robots began in August 2025.

Additional delivery

routes, including drone operations, are being evaluated for expansion in future stages.

May 20, 2025, we announced a partnership with Go2 Delivery, a Virginia-based courier, to autonomously deliver high-risk, high-value specialty

pharmacy products using Arrive AI technology.

Go2 Delivery is rolling out Arrive Points initially in Virginia Beach, Virginia.

The companies

have been testing the process for several months, with the initial units delivered in 2024.

We recognized revenue this quarter from the

installation of the units and began subscription revenue service in April 2025.

June 10, 2025, we announced the issuance of a new U.S.

The new patent (US12304671B2) is for the Arrive Points’ ability to heat

and cool items on demand and brings our total issued U.S.

patents to eight.

Skye Air Mobility Partnership

On June 24, 2025, we announced a new global customer, Skye Air Mobility.

Skye Air is India’s dominant and rapidly

expanding hyperlocal drone delivery platform, making about 6,000 deliveries per day.

Under the terms of the agreement, the two companies

will collaborate to deploy up to 500 Arrive Points in India, including the capital of New Delhi.

The first Arrive Point units are expected

to be delivered to Skye Air by the end of 2025.

of S-8 Registration Statement

June 13, 2025, we filed a registration statement on Form S-8 to register 1,500,000 shares of common stock, which includes (i) 886,799

shares which may be issued under the Company’s 2023 Equity Incentive Plan (the “2023 Plan”), and (ii) 613,201 shares

that may be issued upon exercise of outstanding options granted under the 2023 Plan.

The 2023 Plan was adopted by the Company’s

board of directors on April 27, 2023, and approved by Daniel S.

O’Toole, the Company’s majority shareholder, on April 27,

We have already secured pilot programs with significant customers, including a regional hospital and a specialty

pharmaceutical delivery company, demonstrating early validation and learning opportunities for sustainable economics.

Capitalization

of September 30, 2025, we had 34,213,387 shares outstanding.

On a fully diluted basis, including outstanding warrants (exercisable for

107,741 shares) and options (exercisable for 609,318 shares), our total share count is 34,930,446.

Additionally, under the Streeterville

Purchase Agreement (the “Purchase Agreement”), up to 6,792,645 remaining shares may be issuable at a discount to the market

The Purchase Agreement also specifies the re-purchase of 2,937,500 outstanding pre-delivery shares at par value upon expiration

or termination of the agreement.

table below illustrates potential dilution under different conversion scenarios (unaudited):

Shares Outstanding

Current Outstanding (9/30/2025)

With all options and warrants exercised

With maximum Streeterville issuance

With re-purchase of pre-delivery shares

potential issuances could materially dilute existing stockholders, particularly if conversion occurs at depressed share prices.

Repurchase Program

September 8, 2025, we announced a share repurchase program of up to $10 million of the Company’s common stock, par value $0.0002

per share, from September 8, 2025 through March 31, 2026.

Repurchases may be made from time to time in the open market, through privately

negotiated transactions, or under Rule 10b5-1 trading plans, in each case in accordance with Rule 10b-18 under the Securities Exchange

Act of 1934, as amended, and subject to market conditions and other factors, including customary blackout periods.

The program may be

modified, suspended, or terminated at any time at the Company’s discretion.

The timing and actual number of shares repurchased,

if any, will depend on a variety of factors, including price, liquidity, and alternative uses of capital.

Company repurchased 9,700 shares on the open market on September 9, 2025, in multiple lots at an average price of $3.54 per share, and

10,000 shares on the open market on September 11, 2025, in multiple lots at an average price of $4.04 per share.

of Shares Under the Equity Incentive Plan

June 19, 2025 through July 18, 2025, we issued 36,079 fully vested shares under the 2023 Plan to employees, directors,

and consultants.

A total of 25,932 shares were issued to independent Directors, 4,111 shares were issued to employees, and 6,036 shares

were issued to advisors and consultants.

Effectiveness

of S-1 Registration Statement

July 28, 2025, our resale registration statement was declared effective by the SEC registering up to 8,125,779 shares of common stock

for resale by selling shareholders.

This includes 8,000,000 shares under the Streeterville Purchase Agreement, 114,421 shares

issuable upon exercise of outstanding warrants (6,680 of which have since expired), and 11,358 shares issued after the effectiveness of our registration statement on Form S-1 in connection with our direct listing.

July 18, 2025, we issued 2,264 fully vested shares under the 2023 Equity Incentive Plan to a consultant.

On October 6, 2025, we issued

21,876 restricted stock units under the plan to three independent directors, subject to a one-year vesting.

of Operations

of the Three Months Ended June 30, 2025, and June 30, 2024

Three Months Ended June 30,

of the Three Months Ended September 30, 2025, and September 30, 2024

Three Months Ended

September 30,

Consulting services

the three months ended June 30, 2025, we recognized total revenues of $90,725.

Of this, $89,000 was for design and consulting services,

$1,500 for installation fees, and $725 for monthly subscriptions.

Consulting services, and installation fees are typically project-based

and non-recurring in nature.

the three months ended September 30, 2025, we recognized total revenues of $7,450.

Of this, $5,275 was for monthly subscriptions, and

$2,175 was for installation fees.

Consulting services, and installation fees are typically project-based and non-recurring in nature.

Subscription services are recurring and paid either up-front or monthly for an annual term.

We anticipate

these revenue streams to continue in future quarters while we develop new revenue models for the autonomous delivery marketplace and

AI data insight monetization.

a development stage company, during the three months ended June 30, 2024, we had no revenues.

Percentage change from the prior year period

is therefore not meaningful (“NM”).

Three Months Ended June 30,

We anticipate these revenue streams to continue

in future quarters while we develop new revenue models for the autonomous delivery marketplace and AI data insight monetization.

a development stage company, during the three months ended September 30, 2024, we had no revenues.

Percentage change from the prior year

period is therefore not meaningful (“NM”).

Three Months Ended

September 30,

General and administrative

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Sales and marketing

second quarter results reflect continued investment in product development and marketing activities.

This quarter’s general and

administrative expenses include one-time costs related to the direct listing and financing transaction.

and administrative expenses increased by $3,483,247 for the three months ended June 30, 2025, as compared to the three months ended June

third quarter results reflect growing investment in the team size, product development and marketing activities.

and administrative expenses increased by $578,708 to $1,370,347 for the three months ended September 30, 2025, as compared to the three

months ended September 30, 2024.

Primary components of general and administrative expenses were:

and benefits in total were $3,538,589, an increase of $2,935,372 from the prior year period.

This was driven by $1,866,531 one-time success bonuses paid upon completion of the public

listing in May 2025, and higher stock-based compensation in the period.

the one-time bonus costs, base salaries for the period were $167,127, a reduction of $77,088

from the same period in the prior year due to vacancies.

● Stock-based

compensation for the period was $1,496,978, an increase of $1,137,977 from the same period

in the prior year.

and professional service fees were $511,439, an increase of $433,855 from the same period

in the prior year due to higher spend on legal fees related to the direct listing ($249,875),

investor relations ($65,815), consulting services ($47,440), transfer agent fees ($18,769)

and patent expenses ($15,131).

expense was $54,495, an increase of $38,251 from the same period in the prior year, due to

higher directors and officers insurance premiums.

and Development expenses were $293,468 for the three months ended June 30, 2025, a decrease of $159,070 as compared to the same period

in the prior year.

This is due to the timing of vendor engineering projects (lower by $345,845), offset by higher independent contractor

spend ($68,525) and one-time success bonuses for independent contractors ($118,250).

expenses were $49,602 for the three months ended June 30, 2025, a decrease of $176,687 from the same period in the prior year.

is due to one-time expenses in the prior year period for television advertising ($200,000), offset by higher travel and miscellaneous

expenses in the current quarter.

and benefits in total were $855,046, an increase of $338,796 from the prior year period, reflecting new hiring in product development,

engineering and sales and marketing.

salaries for the period were $540,323, an increase of $305,639 from the same period in the prior year.

As of September 30, 2025,

the Company had 33 full-time salaried employees, compared with 8 in the same period last year.

compensation for the period was $289,432, an increase of $14,927 from the same period in the prior year.

and professional service fees were $238,677, an increase of $90,099 from the same period in the prior year due to higher spend on

investor relations ($40,483), patent expenses ($32,716), compliance ($20,495), and litigation ($18,635), offset by lower consulting

expense was $72,421, an increase of $54,475 from the same period in the prior year, due to higher directors’ and officers’

insurance premiums.

technology expense was $46,289, an increase of $37,390 from the same period in the prior year, due to onboarding a new service provider.

and administrative expense also includes an impairment charge in the current period of $10,541 related to a damaged asset in construction

and Development expenses were $179,854 for the three months ended September 30, 2025, an increase of $171,914 as compared to the same

period in the prior year.

This is primarily due to higher independent contractor spend ($42,911) and a one-time vendor credit in the

prior year period of $129,351.

expenses were $107,530 for the three months ended September 30, 2025, an increase of $79,116 from the same period in the prior year.

The increase is due to higher travel expenses ($58,821) and advertising expenses ($20,295) in the current quarter.

Income/Expenses:

Three Months Ended June 30,

Three Months Ended

September 30,

Interest expense and bank charges

income for the three months ended June 30, 2025 was $43,151.

Realized gain (loss) on investments

Unrealized gain (loss) on investments

income for the three months ended September 30, 2025, was $23,388.

Income was recognized from payroll tax refunds earned under the federal

R&D tax credit program of $18,780, and interest income of $4,608.

expense of $194,212 was comprised primarily of the amortization of the original issue discount on the Streeterville convertible note

($192,000), other miscellaneous interest ($1,617) and bank charges ($595).

the three months ended June 30, 2024, we recognized income from the Indiana EDGE tax credit of $24,089 and no federal R&D tax refunds.

Interest expense for the prior-year period was $1,053.

of the Six Months Ended June 30, 2025, and June 30, 2024

the six months ended June 30, 2025, we recognized total revenues of $90,725.

expense of $580,021 was comprised primarily of investment banking charges resulting from the issuance of the convertible note ($240,000),

the amortization of the original issue discount ($165,333), and accrued interest on the note ($165,832).

Interest accrued on a right

to use asset was $4,405, and other miscellaneous interest and bank fees was $4,451 in the period.

gains on investments were $46,491, and unrealized losses were $76,120 for the quarter ended September 30, 2025.

During the quarter, the

Company engaged in speculative trading of derivatives, primarily options, resulting in a net realized gain of $104,635.

The Company’s

short-term investments, primarily in marketable securities, contributed a realized net loss of $58,144 and unrealized net loss of $76,120

for the quarter.

These activities are part of the Company’s strategy to generate short-term returns on excess cash.

the three months ended September 30, 2024, we recognized income from a corporate card rebate program ($5,434).

Interest expense and bank

fees for the prior-year period were $1,175.

the three months ended September 30, 2024, we had no realized or unrealized gains or losses on investments.

Percentage change from the

prior year period is therefore not meaningful (“NM”)

of the Nine Months Ended September 30, 2025, and September 30, 2024

Nine Months Ended

September 30,

Consulting services

the nine months ended September 30, 2025, we recognized total revenues of $98,175.

Of this, $89,000 was for design and consulting services,

$3,675 for installation fees, and $5,500 for monthly subscriptions.

a development stage company, during the six months ended June 30, 2024, we had no revenues.

Six Months Ended June 30,

a development stage company, during the nine months ended September 30, 2024, we had no revenues.

Nine Months Ended

September 30,

General and administrative

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Sales and marketing

first half results reflect continued investment in product development and marketing activities.

General and administrative expenses

include one-time costs related to the direct listing and financing transaction.

and administrative expenses increased by $4,577,295 for the three months ended June 30, 2025, as compared to the three months ended June

nine months ended September 30, 2025 results reflect continued investment in product development and marketing activities.

administrative expenses include one-time costs related to the direct listing and financing transaction.

and administrative expenses increased by $5,156,003 for the nine months ended September 30, 2025, as compared to the nine months ended

September 30, 2024.

Primary components of general and administrative expenses were:

and benefits in total increased by $4,359,704 from the prior year period.

This was driven

by $1,866,531 one-time success bonuses paid upon completion of the public listing in May

the one-time bonus costs, base salaries for the period were $399,186, a reduction of $96,817

from the same period in the prior year due to vacancies.

● Stock-based

compensation for the period was $2,845,223, an increase of $2,239,608 from the same period

in the prior year.

and professional service fees were $711,641, an increase of $459,140 from the same period

in the prior year due to higher spend on legal fees related to the direct listing ($249,875),

investor relations ($65,815), compensation consulting ($47,440), transfer agent ($26,589)

and higher patent expenses ($27,540).

expense was $74,631, an increase of $39,360 from the same period in the prior year, due to

higher directors and officers insurance premiums.

and Development expenses were $384,731 for the six months ended June 30, 2025, a decrease of $156,208 as compared to the same period

This was impacted by $1,866,531 one-time success bonuses

paid upon completion of the public listing in May 2025.

the one-time bonus costs, base salaries for the period were $730,687, an increase of $208,822 from the same period in the prior year

due to new hiring in product development, engineering and sales and marketing.

As of September 30, 2025, the Company had 33 full-time

salaried employees, compared with 8 in the same period last year.

compensation for the period was $3,134,655, an increase of $2,254,535 from the same period in the prior year.

and professional service fees were $950,017, an increase of $549,239 from the same period in the prior year due to higher spend on

legal fees related to the direct listing ($260,383), investor relations ($106,298), compensation consulting ($77,140), patent expenses

($54,745), and higher transfer agent fees ($19,869).

expense was $147,052, an increase of $93,835 from the same period in the prior year, due to higher directors and officers insurance

and Development expenses were $564,585 for the nine months ended September 30, 2025, an increase of $15,706 as compared to the same period

in the prior year.

This is due to the timing of vendor engineering projects (lower by $387,864), offset by higher independent contractor

spend ($113,406) and one-time success bonuses for independent contractors ($118,250).

expenses were $57,263 for the six months ended June 30, 2025, a decrease of $195,483 from the same period in the prior year.

is due to one-time expenses in the prior year period for television advertising ($200,000), offset by higher travel and miscellaneous

expenses in the current quarter.

This is primarily due to the timing of vendor engineering projects (lower by $258,861), offset by higher independent

contractor spend ($159,342) and one-time success bonuses for independent contractors ($118,250).

expenses were $164,793 for the nine months ended September 30, 2025, a decrease of $116,367 from the same period in the prior year.

decrease is due to one-time expenses in the prior year period for television advertising ($200,000), offset by higher travel, meals and

entertainment expenses ($63,017), and other marketing expenses ($20,616).

Income/Expenses:

Six Months Ended June 30,

Nine Months Ended

September 30,

Interest expense and bank charges

income for the six months ended June 30, 2025 was $60,066.

Income was recognized from payroll tax refunds earned under the federal R&D

Realized gain (loss) on investments

Unrealized gain (loss) on investments

Income of $83,454 for the nine months ended September 30, 2025 was recognized from payroll tax refunds earned under the federal R&D

tax credit program of $61,637, state tax refund from the EDGE credit of $16,915, and interest income of $4,902.

expense of $195,389 was comprised primarily of the amortization of the original issue discount on the Streeterville convertible note

($192,000), other miscellaneous interest ($1,939) and bank charges ($1,450).

the six months ended June 30, 2024, we recognized income from the Indiana EDGE tax credit of $24,089 and no federal R&D tax refunds.

Interest expense for the prior-year period was $2,017.

expense of $775,410 for the nine months ended September 30, 2025 was comprised primarily of investment banking charges resulting from

the issuance of the convertible note ($240,000), the amortization of the original issue discount ($357,333), and accrued interest on

the note ($165,832).

Interest accrued on a right to use asset was $4,405, and other miscellaneous interest and bank fees was $7,840 in

gains on investments were $46,491, and unrealized losses were $76,120 for the nine months ended September 30, 2025.

During the quarter,

the Company engaged in speculative trading of derivatives, primarily options, resulting in a net realized gain of $104,635.

The Company’s

short-term investments, primarily in marketable securities, contributed a realized net loss of $58,144 and unrealized net loss of $76,120

for the nine months ended September 30, 2025.

These activities are part of the Company’s strategy to generate short-term returns

on excess cash.

the nine months ended September 30, 2024, we recognized income from the Indiana EDGE tax credit of $24,089 and no federal R&D tax

We also recognized income from a corporate card rebate program ($5,434).

Interest expense and bank fees for the prior-year period

and Capital Resources

primary sources of liquidity are cash on hand, and the Streeterville Purchase Agreement.

As of June 30, 2025,

our cash was $607,496.

This represents an increase of $478,178 from $129,318 on hand at the end of the prior fiscal year.

Proceeds from

the sales of common stock and the convertible note were used to fund general operating expenses, including salaries, professional services

and research and development expenses.

Cash flow was also impacted by significant one-off expenditures related to the public listing,

as described in the discussion of operating expenses.

primary sources of liquidity are cash on hand, short-term liquid investments, and the Streeterville Purchase Agreement.

As of September

30, 2025, our cash was $816,715, and short-term investments were $1,918,995.

There is currently $32 million available under the Streeterville

Purchase Agreement.

balance of cash on-hand and short-term investments represents approximately three and one-half months of runway based on our current

average operating losses.

Including the remaining proceeds from the Purchase Agreement, our currently available funds are sufficient

to fund operations with an increasing burn rate for more than twelve months.

Flow and Liquidity

Six Months Ended June 30,

Nine Months Ended

September 30,

Net cash provided by (used in):

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Net increase (decrease) in cash

cash used in operating activities was $3,799,494 for the six months ended June 30, 2025, compared to $1,353,985 for the same period in

The increase in cash outflows of $2,445,509 was primarily due to our net loss of $6,668,129, offset by non-cash items of stock-based compensation expense of $2,845,223, depreciation

and amortization expense of $17,118 and the amortization of a discount on the convertible debt of $192,000.

working capital movements in the period resulted in a net cash outflow of $185,706, primarily due to an increase in prepaid expenses

of $141,431, accounts receivable of $89,075, and a reduction of accrued liabilities of $27,245.

This outflow was partially offset by

increases in accounts payable of $61,131 and the credit card payable of $9,943.

the six months ended June 30, 2024, operating cash flow was comprised of our net loss of $2,375,855, offset by non-cash items of stock-based compensation

expense of $605,615 and depreciation and amortization of $14,469.

Working capital movements in the prior-year period resulted in net cash

inflows of $401,786 due to an increase in accounts payable of $344,817, accrued liabilities of $85,136 offset by outflows due to prepaid

expenses ($3,381) and the credit card payable ($24,786).

cash used for investing activities was $47,827 for the six months ended June 30, 2025.

This was due to an increase in fixed assets for

new Arrive Points placed into service or waiting final installation.

No production Arrive Point units or other fixed assets were recorded

during the six months ended June 30, 2024.

cash provided by financing activities was $4,325,499 for the six months ended June 30, 2025.

On May 15, 2025, we closed the initial pre-paid purchase under the Streeterville Purchase Agreement, resulting in proceeds from the convertible note of $4,010,000.

We received net proceeds of $444,360

from other sales of common stock and $573,895 from exercise of outstanding warrants, prior to the direct listing.

These cash inflows

were offset by payments made on an outstanding note payable of $4,187 and payments for deferred offering costs of $698,570.

the six months ended June 30, 2024, net cash provided by financing activities was $1,197,328, which included $1,201,233 from sales of

common stock, offset by payments made on the notes payable of $3,905.

cash used in operating activities was $5,048,431 for the nine months ended September 30, 2025, compared to $1,959,447 for the same period

The increase in cash outflows of $3,088,984 was primarily due to our increased net loss.

the nine months ended September 30, 2025, our net loss of $8,904,672 was offset by non-cash items of stock-based compensation expense

of $3,134,655, depreciation and amortization expense of $31,048, the amortization of a discount on the convertible debt of $357,333 and

amortization of the $240,000 debt issuance costs.

working capital movements in the period resulted in a net cash inflow of $185,706, primarily due to an increase in accrued liabilities

($125,842), accounts payable ($43,148), credit card payable ($4,938), and other current assets ($3,458).

These inflows were offset by

an increase in prepaid expenses of $108,910, accounts receivable of $4,900.

the nine months ended September 30, 2024, operating cash flow used of $1,959,447 was comprised of our net loss of $3,199,606, offset

by non-cash items of stock-based compensation expense of $880,120 and depreciation and amortization of $21,792.

Working capital movements

in the prior-year period resulted in net cash inflows of $338,247 due to an increase in accounts payable of $408,485, accrued liabilities

of $21,889 offset by outflows due to prepaid expenses ($63,407) and the credit card payable ($28,720).

cash used for investing activities was $2,036,474 for the nine months ended September 30, 2025.

This was due to an increase in fixed

assets for new Arrive Points placed into service or waiting final installation ($87,850).

We also incurred a net cash outflow from sales

and purchases of short-term investments of $1,948,624.

No fixed assets or other investing activities were recorded during the nine months

ended September 30, 2024.

cash provided by financing activities was $7,772,302 for the nine months ended September 30, 2025.

We received $7,530,000 in proceeds

from issuance of convertible debt under the Purchase Agreement.

We received net proceeds of $448,056 from other sales of common stock

and $573,896 from exercise of outstanding warrants, prior to the direct listing.

These cash inflows were offset by payments made on an

outstanding note payable of $6,337 and payments for deferred offering costs of $698,570.

We made purchases of our common stock under

the share repurchase program of $74,743 in the period.

the nine months ended September 30, 2024, net cash provided by financing activities was $1,925,768, which included $2,031,682 from sales

of common stock, offset by payments made on the notes payable of $5,914 and the payment of deferred offering costs of $100,000.

Quantitative and Qualitative Disclosures About Market Risk

1 unchanged sentence

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 2. Management’s Discussion and Analysis