AUDDIA INC. 10-Q

Item 1. Financial Statements Auddia Inc. Condensed Balance Sheets March 31, 2024 December 31, 2023 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,732,538 $ 804,556 Accounts receivable, net 435 494 Prepaid insurance 25,423 28,993 Other current assets 7,150 7,150 Total current assets 2,765,546 841,193 Non-current assets: Property and equipment, net of accumulated depreciation 11,605 18,099 Intangible assets, net of accumulated amortization 3,613 3,947 Software development costs, net of accumulated amortization 3,144,405 3,347,935 Operating lease right of use asset 94,246 – Deferred offering costs 125,855 170,259 Prepaids and other non-current assets 79,754 21,615 Total non-current assets 3,459,478 3,561,855 Total assets $ 6,225,024 $ 4,403,048 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 1,111,329 $ 911,664 Notes payable to related party, net of debt issuance costs 3,025,000 3,025,000 Current portion of operating lease liability 21,492 – Stock awards liability 45,964 45,964 Total current liabilities 4,203,785 3,982,628 Non-current operating lease liability 72,754 – Total liabilities 4,276,539 3,982,628 Commitments and contingencies (Note 5) - - Shareholders' equity: Preferred stock - $ 0.001 par value, 10,000,000 authorized and 0 shares issued and outstanding – – Common stock - $ 0.001 par value, 100,000,000 authorized and 2,194,196 and 854,162 shares issued and outstanding March 31, 2024 and December 31, 2023, respectively 2,194 854 Additional paid-in capital 84,696,949 80,962,896 Accumulated deficit ( 82,750,658 ) ( 80,543,330 ) Total shareholders' equity 1,948,485 420,420 Total liabilities and shareholders' equity $ 6,225,024 $ 4,403,048 The accompanying notes are an integral part of these unaudited condensed financial statements. 4 Auddia Inc. Condensed Statements of Operations (Unaudited) Three Months Ended March 31, 2024 2023 Revenue $ – $ – Operating expenses: Direct cost of services 48,173 42,301 Sales and marketing 146,395 225,118 Research and development 165,507 210,126 General and administrative 1,210,799 926,826 Depreciation and amortization 483,746 443,035 Total operating expenses 2,054,620 1,847,406 Loss from operations ( 2,054,620 ) ( 1,847,406 ) Other (expense) income: Interest expense ( 152,708 ) ( 307,906 ) Total other expense ( 152,708 ) ( 307,906 ) Loss before income taxes ( 2,207,328 ) ( 2,155,312 ) Provision for income taxes – – Net loss $ ( 2,207,328 ) $ ( 2,155,312 ) Net loss per share attributable to common stockholders Basic and diluted $ ( 1.98 ) $ ( 4.23 ) Weighted average common shares outstanding Basic and diluted 1,113,945 510,026 The accompanying notes are an integral part of these unaudited condensed financial statements. 5 Auddia Inc. Condensed Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (Unaudited) Common Stock Number of Shares Par Value Additional Paid-In-Capital Accumulated Deficit Total Balance, December 31, 2023 854,162 $ 854 $ 80,962,896 $ ( 80,543,330 ) $ 420,420 Issuance of common shares, net of costs 1,340,034 1,340 3,605,168 – 3,606,508 Offering costs – – ( 44,404 ) – ( 44,404 ) Share-based compensation – – 173,289 – 173,289 Net loss – – – ( 2,207,328 ) ( 2,207,328 ) Balance, March 31, 2024 2,194,196 $ 2,194 $ 84,696,949 $ ( 82,750,658 ) $ 1,948,485 Common Stock Number of Shares Par Value Additional Paid-In-Capital Accumulated Deficit Total Balance, December 31, 2022 506,198 $ 506 $ 75,585,411 $ ( 71,735,834 ) $ 3,850,083 Exercise of restricted stock units 7,830 8 42,789 – 42,797 Share-based compensation – – 357,680 – 357,680 Net loss – – – ( 2,155,312 ) ( 2,155,312 ) Balance, March 31, 2023 514,028 $ 514 $ 75,985,880 $ ( 73,891,146 ) $ 2,095,248 The accompanying notes are an integral part of these unaudited condensed financial statements. 6 Auddia Inc. Condensed Statements of Cash Flows (Unaudited) Three Months Ended March 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 2,207,328 ) $ ( 2,155,312 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Finance charge associated with debt issuance cost – 250,941 Depreciation and amortization 483,746 443,035 Share-based compensation expense 173,289 357,680 Change in assets and liabilities: Accounts receivable 59 ( 160 ) Prepaid insurance 3,569 ( 52,200 ) Prepaids and other non-current assets ( 58,138 ) ( 59,043 ) Operating lease right of use asset ( 94,246 ) – Accounts payable and accrued liabilities 199,665 141,818 Lease liabilities 94,246 – Net cash used in operating activities ( 1,405,138 ) ( 1,073,241 ) Cash flows from investing activities: Software capitalization ( 273,388 ) ( 270,574 ) Net cash used in investing activities ( 273,388 ) ( 270,574 ) Cash flows from financing activities: Net settlement of share-based compensation liability – ( 78,580 ) Proceeds from issuance of common shares 3,606,508 – Net cash provided by financing activities 3,606,508 ( 78,580 ) Net decrease in cash and cash equivalents 1,927,982 ( 1,422,395 ) Cash and cash equivalents, beginning of year 804,556 1,661,434 Cash and cash equivalents, end of period $ 2,732,538 $ 239,039 Supplemental disclosures of cash flow information: Cash paid for Interest $ 1,045 $ 1,012 Supplemental disclosures of non-cash activity: Reclassification of deferred offering cost $ 44,404 $ – The accompanying notes are an integral part of these unaudited condensed financial statements. 7 Auddia Inc. Notes to Condensed Financial Statements (Unaudited) Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Description of Business Auddia Inc., (the “Company”, “Auddia”, “we”, “our”) is a technology company that is reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company is incorporated in Delaware and headquartered in Colorado. Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Interim Financial Information The condensed financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. The condensed balance sheet as of December 31, 2023 has been derived from the financial statements included in the Company’s annual report on Form 10-K. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. The Company recorded all adjustments necessary for a fair statement of the results for the interim period and all such adjustments are of a normal recurring nature. Reverse Stock Split The Company filed an amendment to its Certificate of Incorporation with the Secretary of State in Delaware which became effective as of 5:00 P.M. Eastern Time on February 26, 2024. As a result, every twenty-five (25) issued shares of common stock were automatically combined into one share of common stock. Shares of the Company’s common stock were assigned a new CUSIP number (05072K 206) and began trading on a split-adjusted basis on February 27, 2024. The reverse stock split did not change the authorized number of shares of the Company’s common stock. No fractional shares were issued and any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. Therefore, stockholders with less than 25 shares received one share of stock. All stock amounts have been retrospectively adjusted to account for the reverse stock split. The reverse stock split applies to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock split. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. 8 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to valuation of capital stock, warrants and options to purchase shares of the Company’s common stock, and the estimated recoverability and amortization period for capitalized software development costs. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Risks and Uncertainties The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period to comply with certain new or revised accounting standards that have different effective dates for public and private companies. Going Concern The Company had cash and cash equivalents of $ 2,732,538 as of March 31, 2024. The Company will need additional funding to complete the development of the full product line and scale products with a demonstrated market fit. The Company raised an additional $ 3.56 million in April 2024 and paid down $ 2.75 million in current debt due. Management has plans to secure such additional funding. If the Company is unable to raise capital when needed or on acceptable terms, the Company will be forced to delay, reduce, or eliminate technology development and commercialization efforts. As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management has plans to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, such as the White Lion equity line of credit (refer to Note 7) and additional future financing agreements. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s current level of cash is not sufficient to execute the business plan. For the foreseeable future, the Company will incur significant operating expenses, capital expenditures and working capital funding that will deplete cash on hand during the third quarter of 2024. 9 Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had cash equivalents of approximately $ 3,100 as of March 31, 2024 and December 31, 2023. The Company maintains cash deposits at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance may at times exceed these limits. As of March 31, 2024, the Company had approximately $ 2.5 million in excess of federally insured limits. As of December 31, 2023, the Company had approximately $ 0.6 million in excess of federally insured limits. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Software Development Costs The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are considered impaired and expensed during the period of such determination. The Company determined that no such impairments were required during the three months ended March 31, 2024 and 2023. Software development costs of $ 273,388 and $ 270,574 were capitalized for the three months ended March 31, 2024 and 2023, respectively. Amortization of capitalized software development costs was $ 476,918 and $ 436,425 for the three months ended March 31, 2024, and 2023, respectively and is included in depreciation and amortization expense in the Company’s condensed statement of operations. Revenue Recognition Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company will recognize revenue when a performance obligation is satisfied by transferring control over a service or product to a customer. The Company will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in the condensed statements of operations. Collected taxes will be recorded within Other current liabilities until remitted to the relevant taxing authority. Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period are satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions. Customers may pay for the services in advance of the performance obligation and therefore these prepayments would be recorded as deferred revenue. The deferred revenue will be recognized as revenue in the statement of operations as the services are provided. 10 Share-Based Compensation The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the awards on the date of grant in accordance with ASC 718. Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records share-based compensation expense related to non-employees over the related service periods. Certain share-based compensation awards include a net-share settlement feature that provides the grantee an option to withhold shares to satisfy tax withholding requirements and are classified as a share-based compensation liability. Cash paid to satisfy tax withholdings is classified as financing activities in the condensed statements of cash flows. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not have an impact on net loss as previously reported. Note 2 – Property & Equipment, Intangible Assets, and Software Development Costs Property and equipment and software development costs consisted of the following as of: Schedule of property, equipment and software development costs March 31, 2024 December 31, 2023 Computers and equipment $ 102,348 $ 102,348 Furniture 7,263 7,263 Accumulated depreciation ( 98,006 ) ( 91,512 ) Total property and equipment, net $ 11,605 $ 18,099 Domain name $ 3,947 $ 3,947 Accumulated amortization ( 334 ) – Total intangible assets, net $ 3,613 $ 3,947 Software development costs $ 7,928,594 $ 7,655,206 Accumulated amortization ( 4,784,190 ) ( 4,307,271 ) Total software development costs, net $ 3,144,405 $ 3,347,935 The Company recognized depreciation expense of $ 6,494 and $ 6,610 for the three months ended March 31, 2024 and 2023, respectively related to property and equipment, amortization expense of $ 334 and $ 0 for the three months ended March 31, 2024 and 2023 related to intangible assets, and amortization expense of $ 476,918 and $ 436,425 for the three months ended March 31, 2024 and 2023, respectively related to software development costs. 11 Note 3 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following: Schedule of accounts payable and accrued liabilities March 31, 2024 December 31, 2023 Accounts payable and accrued liabilities $ 478,882 $ 424,510 Credit cards payable 11,131 16,975 Accrued interest 621,316 470,179 Accounts payable and accrued liabilities $ 1,111,329 $ 911,664 Note 4 – Notes Payable to Related Party, net of debt issuance costs During November 2022, the Company entered into a Secured Bridge Note (the “Prior Note”) financing with an accredited investor and existing shareholder of the Company. The Prior Note had a principal amount of $ 2,200,000 , including an original issue discount of $ 200,000 . The Prior Note bore interest at an annual stated interest rate of 10% with an original maturity date of May of 2023. The Prior Note is secured by a lien on substantially all of the Company’s assets. At maturity, the lender had the option to convert the original issue discount and accrued but unpaid interest into shares of the Company’s common stock at a fixed conversion price of $ 30.75 per share. The conversion option was available to the lender at the earlier of (i) maturity, or (ii) payback of all the principal. The embedded conversion option was not accounted for separately, in accordance with the guidance outlined in ASC 815-40, as it was considered indexed to the Company’s shares. The Company had the option to extend the maturity date by six months to November 2023. In the event of an extension, the Company will issue additional warrants, and the interest rate on the Note will increase to 20%. In connection with the Prior Note financing, the Company issued 12,000 common stock warrants with a five-year term at an exercise price of $ 52.50 per share. At the time of issuance, the common stock warrants were valued at $ 361,878 and recorded as a debt discount to the Prior Note. The issued common stock warrants were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40. During April 2023, the Company entered into an additional Secured Bridge Note (the “New Note”) financing with the same accredited investor and significant existing shareholder. The New Note had a principal amount of $ 825,000 , including an original issue discount of $ 75,000 . The New Note bore interest at an annual stated interest rate of 10% with an original maturity date of July 2023. The New Note is secured by a lien on substantially all of the Company’s assets. At maturity, the lender had the option to convert the original issue discount and accrued but unpaid interest into shares of the Company’s common stock at a fixed conversion price of $ 52.50 per share. The conversion option was available to the lender at the earlier of (i) maturity, or (ii) payback of all the principal. The embedded conversion option was not accounted for separately, in accordance with the guidance outlined in ASC 815-40, as it was considered indexed to the Company’s shares. In connection with the New Note financing, the Company issued 26,000 common stock warrants with a five-year term at an exercise price of $ 52.50 per share, from which 13,000 common stock warrants were exercisable immediately and were exercisable in the event that the loan term is extended. At the time of issuance, the common stock warrants were valued at $ 252,940 , which was recorded as an additional debt discount to the New Note. The issued common stock warrants were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40. During April 2023, the Company also modified the terms of the Prior Note and cancelled the original 12,000 common stock warrants issued with the Prior Note. The Company recognized the modification in accordance with ASC 815-40-35, which resulted in the recognition of debt discount in the amount of $ 35,981 . In lieu of the cancelled common stock warrants, the Company issued 24,000 new common stock warrants with a five-year term at an exercise price of $ 52.50 per share. From the newly issued 24,000 new common stock warrants, 12,000 common stock warrants were fully vested and immediately exercisable, while the remaining 12,000 common stock warrants remained unvested. The issued common stock warrants were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40. 12 In May of 2023, the Company renegotiated with the lender an extension of the maturity date of the Prior Note for six months to November 2023 with an increased annual interest rate of 20% and issued an additional 12,000 common stock warrants to the lender. The additional common stock warrants were valued at $ 94,083 and recorded as an additional debt discount. The issued common stock warrants were classified in equity as they were considered indexed to the Company’s shares in accordance with ASC 815-40. In connection with this extension, the 12,000 outstanding unvested warrants became vested and exercisable. On July 31, 2023, the Company extended the maturity date of the New Note to November 30, 2023. In connection with such extension, 13,000 outstanding unvested common stock warrants became vested and exercisable. There was no change in the application of the accounting under ASC 815-40. As of March 31, 2024 and December 31, 2023, the balance of the Prior Note, net of debt issuance costs, was $ 2,200,000 . Interest expense related to the Prior Note, including interest incurred, amortization of the debt discount, and the warrant amortization for the three months ended March 31, 2024 and 2023 was $ 110,000 and $ 305,941 , respectively. As of March 31, 2024 and December 31, 2023, the balance of the New Note issued in April 2023, net of debt issuance costs, was $ 825,000 . Interest expense related to the New Note, including interest incurred, amortization of the debt discount, and the warrant amortization for the three months ended March 31, 2024 was $ 41,137 . On April 9, 2024, the Company and the investor entered into an Amendment and Waiver Agreement relating to the Notes (see Note 9). Note 5 – Commitments and Contingencies Operating Lease On March 25, 2024, the Company entered into a new 37-month operating lease commencing on April 1, 2024 with two separate two year renewal options. The monthly base rent for months two through 14 is $2,456, increasing to $3,070 for months 15 through 26, and ending at $3,684 for months 27 through 37. Rent expense, as part of general and administrative expenses in the condensed statement of operations, was $ 22,480 for the three months ended March 31, 2024, which related to a temporary month-to-month lease the Company entered into until a long-term space was identified. Rent expense was $ 12,053 for the three months ended March 31, 2023 under the former lease that terminated in December 2023. Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. There are no active litigations as of the date the financial statements were issued. However, a pre-IPO investor has contacted the Company claiming damages caused by alleged acts and omissions arising from a private financing by the Company. No complaint has been filed by the investor. The alleged damages asserted by the investor are less than approximately $300,000. The outcome of the complaint was neither probable or estimable as of the date the financial statements were issued, therefore, no accrual has been made. NASDAQ Deficiencies The Nasdaq listing rules require listed securities to maintain a minimum bid price of $1.00 per share. As previously reported in the Current Report on Form 8-K filed on November 28, 2023, the Company received a written notice from Nasdaq indicating that it was not in compliance with the $ 1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing. As a result, the Nasdaq staff determined to delist the Company’s Common Stock from Nasdaq, unless the Company timely requests an appeal of the Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The hearing with the Panel occurred on January 18, 2024. 13 On November 21, 2023, the Company received a written notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”). In the Company’s quarterly report on Form 10-Q for the period ended September 30, 2023, the Company reported stockholders’ equity of $ 2,415,012 , and, as a result, did not satisfy Listing Rule 5550(b)(1). Nasdaq’s November written notice had no immediate impact on the listing of our common stock. The hearing with the Panel occurred on January 18, 2024, and addressed all outstanding listing compliance matters, including compliance with the Stockholders’ Equity Notice as well as compliance with the Bid Price Requirement. On January 30, 2024, the Panel granted the Company’s request for an exception to Nasdaq’s listing rules until April 22, 2024, to demonstrate compliance with all applicable continued listing requirements for the Nasdaq Capital Market. On March 20, 2024, the Company received a letter from Nasdaq stating it had regained compliance with the minimum bid requirement. The Panel reminded the Company that although it regained compliance with the minimum bid requirement, it is also required to regain compliance with the equity requirement. Therefore, this matter will remain open until the Company demonstrates compliance with all requirements. On April 16, 2024, the Company received a letter from Nasdaq granting an exception to the Exchange’s listing rules until May 20, 2024, to demonstrate compliance with Listing Rule 5550(b)(1) (the “Equity Rule”). The Company intends to consider all options to regain and maintain compliance with all Nasdaq continued listing requirements. The Company’s receipt of these Nasdaq letters does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. Note 6 – Share-based Issuances Stock Options The following table presents the activity for stock options outstanding: Schedule of stock option activity Options Weighted Average Exercise Price Outstanding - December 31, 2023 84,895 $ 47.79 Granted – – Forfeited/canceled – – Exercised – – Outstanding – March 31, 2024 84,895 $ 47.79 Options Weighted Average Exercise Price Outstanding - December 31, 2022 66,527 $ 61.25 Granted 6,008 28.00 Forfeited/canceled ( 100 ) 44.75 Exercised – – Outstanding – March 31, 2023 72,435 $ 58.50 14 The following table presents the composition of options outstanding and exercisable: Schedule of options outstanding and exercisable Options Outstanding** Options Exercisable** Exercise Prices Number Price Life* Number Price* $67.56 893 $ 67.56 0.25 893 $ 67.56 $72.39 2,131 $ 72.54 3.61 2,131 $ 72.39 $106.50 6,853 $ 106.50 5.23 6,853 $ 106.50 $69.75 30,891 $ 69.75 6.73 27,191 $ 69.75 $44.75 7,850 $ 44.75 7.46 4,475 $ 44.75 $30.25 15,577 $ 30.25 8.45 14,247 $ 30.25 $9.90 2,000 $ 9.90 9.19 – $ 9.90 $6.25 18,700 $ 6.25 9.71 – $ 6.25 Total – March 31, 2024 84,895 55,790 * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. ** The Company’s options summarized above have been retroactively restated for the effect of the 25-for-1 reverse stock split. Restricted Stock Units The following table presents the activity for restricted stock units outstanding: Schedule of restricted stock outstanding Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding - December 31, 2023 11,490 $ 59.36 Granted – – Forfeited/canceled – – Vested/issued – – Outstanding – March 31, 2024 11,490 $ 59.36 Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding - December 31, 2022 22,554 $ 53.50 Granted 1,500 31.00 Forfeited/canceled – – Vested/issued ( 11,564 ) 47.00 Outstanding – March 31, 2023 12,490 $ 57.00 The Company recognized share-based compensation expense related to stock options and restricted stock units of $ 173,289 and $ 357,680 for the three months ended March 31, 2024 and 2023, respectively. The remaining unvested share-based compensation expense of $ 535,010 is expected to be recognized over the next 45 months. Note 7 – Equity Financings Equity Line Sales of Common Stock On November 14, 2022, the Company entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”) for an equity line facility. 15 In April and June 2023, the Company closed on three sales of Common Stock under the White Lion Purchase Agreement. As a result, the Company issued an aggregate of 2,361,514 common shares and received aggregate proceeds of approximately $ 1.3 million. Any proceeds that the Company receives under the White Lion Purchase Agreement are expected to be used for working capital and general corporate purposes. The White Lion Purchase Agreement prohibits the Company from issuing and selling any shares of common stock to White Lion to the extent such shares, when aggregated with all other shares of our common stock then beneficially owned by White Lion, would cause White Lion’s beneficial ownership of common stock to exceed 9.99% (the “Beneficial Ownership Cap”). The Company recognized all offering costs related to the equity line of credit as deferred offering costs in accordance with the guidance in ASC 835-30-S45. Replacement Equity Line with White Lion On November 6, 2023, the Company entered into a new Common Stock Purchase Agreement and a related registration rights agreement with White Lion. Pursuant to the new Common Stock Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time until December 31, 2024, up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. In connection with the new Common Stock Purchase Agreement, the parties agreed to terminate the previous Common Stock Purchase Agreement with White Lion. In February and March 2024, the Company closed on seven sales of Common Stock under the White Lion Purchase Agreement. As a result, the Company issued an aggregate of 1,340,000 common shares and received aggregate proceeds of approximately $ 3.6 million. Warrants The following table presents the activity for warrants outstanding: Schedule of warrant activity Warrants Weighted Average Exercise Price Outstanding - December 31, 2023 217,448 $ 96.00 Granted – – Forfeited/cancelled/restored – – Exercised – – Outstanding – March 31, 2024 217,448 $ 96.00 16 Note 8 – Leases The Company leases certain office space under operating leases for use in operations. The Company recognizes operating lease expense on a straight-line basis over the lease term. Management determines if an arrangement is a lease at contract inception. Lease and non-lease components are accounted for as a single component for all leases. Operating lease right to use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the expected lease term, which includes optional renewal periods if the Company determines it is reasonably certain that the option will be exercised. As the operating lease does not provide an implicit rate, the discount rate used in the present value calculation represents the incremental borrowing rate determined using information available at the commencement date. For the three months ended March 31, 2024 and 2023, the Company recorded operating lease expense of zero as the lease commences on April 1, 2024. At March 31, 2024, weighted-average remaining lease term and discount rate were as follows: Lease cost information March 31, 2024 Weighted-average remaining lease term 4 .0 years Weighted-average discount rate 8.6 % The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of March 31, 2024: Annual undiscounted cash flows of leases Years Ended December 31, 2024 $ 19,647 2025 33,768 2026 41,135 2027 14,735 Less imputed interest ( 15,039 ) Total $ 94,246 Note 9 – Subsequent Events Notes Payable to Related Party As previously disclosed in Note 4, in November 2022 and April 2023, the Company entered into secured bridge note (“Bridge Notes”) financings with one accredited investor who is a significant existing stockholder of the Company. The Company received $2.75 million of gross proceeds in connection with the Bridge Note financings. The Bridge Notes are currently due. In connection with the issuance of the Bridge Notes, the Holder also holds 50,000 common stock warrants with a current exercise price of $15.25 per share. On April 9, 2024, the Company and the investor entered into an Amendment and Waiver Agreement relating to the Bridge Notes. Principal Repayment The Company agreed to pay $2.75 million in cash to the Investor in repayment of the principal of the Bridge Notes (exclusive of the $275,000 of original issue discount on the Bridge Notes) shortly after the closing by the Company of one or more equity financings with total gross proceeds to the Company of not less than $6,000,000. On April 26, 2024, the Company repaid $2.75 million of principal on its Secured Bridge Notes. 17 Equity Conversion Effective April 9, 2024, the Investor converted $911,384 (the “Rollover Amount”) which is equal to the (i) unpaid accrued interest on the Bridge Notes plus (ii) the original issue discount (“OID”) on the Bridge Notes, into equity securities of the Company (the “Rollover Securities”). The Rollover Securities consist of (i) 463,337 prefunded common stock warrants with a per share exercise price of $0.001 per share (the “Prefunded Warrants”) and (ii) 463,337 non-prefunded warrants (the “Non-Prefunded Warrants”) with a per share exercise price equal to $1.967. As of the date and time of the Amendment and Waiver Agreement, the Nasdaq Minimum Price (as defined in the applicable Nasdaq listing rules) for the Company’s common stock was $1.966. The number of Prefunded Warrants was determined by dividing the Rollover Amount by $1.967. The number of Non-Prefunded Warrants is equal to the number of Prefunded Warrants (i.e. 100% warrant coverage). The Non-Prefunded Warrants have a price adjustment provision which will adjust the exercise price downward in the event that the Company issues equity securities in the future at an effective per share price below the then current exercise price. In order to assure compliance with applicable Nasdaq rules, the Non-Prefunded Warrants shall not be exercisable for six months following the date of issue. Fee Warrants The Company issued to the Investor 50,000 new common stock warrants with a five-year term as a loan extension fee (“Fee Warrants”). The exercise price of these additional Fee Warrants is $1.967. The Fee Warrants have a price adjustment provision which will adjust the exercise price downward in the event that the Company issues equity securities in the future at an effective per share price below the then current exercise price. In order to assure compliance with applicable Nasdaq rules, the Fee Warrants shall not be exercisable for six months following the date of issue. Repricing of Existing Warrants The Company agreed to adjust the exercise price of the Investor’s Existing Warrants from $15.25 (after adjustment for the recent reverse stock) to $1.967 per share. Ownership and Exercise Limitations The Investor will not be able to receive shares upon exercise of any of the foregoing securities, unless prior stockholder approval is obtained, if (i) the number of shares to be issued would exceed 20% of the Company’s outstanding number of shares at a discount to the applicable Nasdaq Minimum Price or (ii) the number of shares to be issued would result in in a Change of Control within the meaning of Nasdaq Rule 5635(b). $2.3 Million Convertible Preferred Stock and Warrants Financing On April 23, 2024, the Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock and warrants financing. The Company has received $2,314,000 of gross proceeds in connection with the closing of this financing. At the closing, the Company issued 2,314 shares of Series B convertible preferred stock (“Series B Preferred Stock”) at a purchase price of $1,000 per share of Series B Preferred Stock. The Series B Preferred Stock is convertible into Common Stock at an initial conversion price (“Conversion Price”) of $1.851 per share of Common Stock. The Company also issued warrants (“Warrants”) exercisable for 1,250,137 shares of Common Stock with a five year term and an initial exercise price of $1.851 per share. The proceeds of this financing, together with other available cash resources, will be used to repay outstanding debt and for general corporate purposes. The Company believes that the closing of this financing, together with other recent financing activities, will bring the Company back into compliance with the Nasdaq stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. 18