What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-07 compared with 2024-05-14 · 236 added, 152 removed, 446 unchanged (47% of the section changed)

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learn the differences between the various types of audio segments, but it also identifies the beginning and end of each piece of content.

The Company is leveraging

this technology platform within its premium AM/FM radio listening experience through the faidr App.

The faidr App is intended to be downloaded

by consumers who will pay a subscription fee in order to listen to any streaming AM/FM radio station and podcasts, all with commercial

interruptions removed from the listening experience, in addition to the faidrRadio exclusive content offerings.

Advanced features will

allow consumers to skip any content heard on the station and request request audio content on-demand.

We believe the faidr App represents

a significant differentiated audio streaming product, or Superapp, that will be the first to come to market since the emergence of popular

streaming music apps such as Pandora, Spotify, Apple Music, Amazon Music, etc.

We believe that the most significant point of differentiation

is that in addition to ad-free AM/FM streaming and ad-free podcasts, the faidr App is intended to deliver non-music content that includes

local sports, news, weather, traffic and the discovery of new music alongside exclusive programming.

No other radio streaming app available

today, including category leaders like TuneIn, iHeart, and Audacy, can compete with faidr’s full product offerings.

The Company is leveraging this technology platform

within its premium AM/FM radio listening experience through the faidr App.

The faidr App is intended to be downloaded by consumers who

will pay a subscription fee in order to listen to any streaming AM/FM radio station and podcasts, all with commercial interruptions removed

from the listening experience, in addition to the faidrRadio exclusive content offerings.

Advanced features will allow consumers to skip

any content heard on the station and request audio content on-demand.

We believe the faidr App represents a significant differentiated

audio streaming product, or Superapp, that will be the first to come to market since the emergence of popular streaming music apps such

as Pandora, Spotify, Apple Music, Amazon Music, etc.

We believe that the most significant point of differentiation is that in addition

to ad-free AM/FM streaming and ad-reduced podcasts, the faidr App is intended to deliver non-music content that includes local sports,

news, weather, traffic and the discovery of new music alongside exclusive programming.

No other audio streaming app available today, including

category leaders like TuneIn, iHeart, and Audacy, can compete with faidr’s full product offerings.

The Company launched an MVP

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with proceeds from the February 2021 IPO, Series A warrants exercised in July 2021 and common share issuance during June of 2023.

obtained debt financing through a related party during November 2022 and April 2023.

In addition, we sold common shares during April 2023,

June 2023, and the first quarter of 2024 pursuant to our equity line facility.

debt financing through a related party during November 2022 and April 2023.

We sold common shares during April 2023, June 2023, and during

the first and second quarters of 2024 pursuant to our equity line facility.

Lastly, we entered into a securities purchase agreement with

accredited investors for convertible preferred stock and warrants financing.

Since our inception, we have incurred significant operating

As of March 31, 2024, we had an accumulated deficit of $82,750,658.

As of June 30, 2024, we had an accumulated deficit of $85,054,083.

Our ability to generate product revenue sufficient to achieve

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at planned levels and be forced to reduce or terminate our operations.

As of March 31, 2024,

we had cash and cash equivalents of $2,732,538.

The Company secured approximately $3.6 million in additional financing in February and

We will need additional funding to fund our debt, complete the development of our full product line and scale products with

a demonstrated market fit.

Management has plans to secure such additional funding.

However, if we are unable to raise capital when needed

or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

As of June 30, 2024, we had

cash and cash equivalents of $1,882,205.

The Company secured approximately $7.1 million in additional financing during 2024.

additional funding to complete the development of our full product line and scale products with a demonstrated market fit.

has plans to secure such additional funding.

However, if we are unable to raise capital when needed or on acceptable terms, we would be

forced to delay, reduce, or eliminate our technology development and commercialization efforts.

accelerate user acquisition, revenue, and cash flow, the Company has explored numerous potential acquisition targets of AM/FM streaming

aggregators over the past year and a half and continues to explore new opportunities.

At present, the Company is in advanced active discussions

with two potential targets and seeking to execute one or more agreements in the near term.

These business development transactions would

require additional funding.

Recent Developments

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significant subscription revenue, and (3) bringing together other differentiated features into the larger audio Superapp platform.

The Company incurred

$301,097 in costs related to evaluating potential acquisitions during the three months ended March 31, 2024..

We incurred $370,228 in costs

related to evaluating potential acquisitions during the six months ended June 30, 2024.

RFM Acquisition

On January 26, 2024,

we entered into a Purchase Agreement (the “RFM Purchase Agreement”), pursuant to which we agreed to acquire RadioFM (the “RFM

Acquisition”), which is currently a component of both AppSmartz and RadioFM (partnerships under common control).

The aggregate consideration

for the RFM Acquisition is $13,000,000 (plus $2,000,000 in contingent consideration if certain post-close milestones are reached), in

addition to the assumption of certain liabilities, as may be adjusted pursuant to the terms of the RFM Purchase Agreement.

On January 26, 2024, we entered

into a Purchase Agreement (the “RFM Purchase Agreement”), pursuant to which we agreed to acquire RadioFM (the “RFM Acquisition”),

which is currently a component of both AppSmartz and RadioFM (partnerships under common control).

The aggregate consideration for the

RFM Acquisition is $13,000,000 (plus $2,000,000 in contingent consideration if certain post-close milestones are reached), in addition

to the assumption of certain liabilities, as may be adjusted pursuant to the terms of the RFM Purchase Agreement.

In March 2024, the parties

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with all applicable continued listing requirements for the Nasdaq Capital Market.

On March 20, 2024, we received a letter from Nasdaq

stating we had regained compliance with the minimum bid requirement.

The Panel reminded us that although we regained compliance with the

minimum bid requirement, we are also required to regain compliance with the equity requirement.

Therefore, this matter will remain open

until we demonstrate 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”.)

We intend to consider all

options to regain and maintain compliance with all Nasdaq continued listing requirements.

On March 20, 2024, we received

a letter from Nasdaq stating we had regained compliance with the minimum bid requirement.

The Panel reminded us that although we regained

compliance with the minimum bid requirement, we are also required to regain compliance with the equity requirement.

Therefore, this matter

will remain open until we demonstrate 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”.)

On May 24, 2024, we received a letter from Nasdaq

indicating that we had regained compliance with the equity requirement in Listing rule 5550(b) (1) (the Equity Rule”.) We will be

subject to a Mandatory Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule

5815(d)(4)(B).

The Company filed an amendment

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one share of stock.

The reverse stock split

applied 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

The reverse stock split applied

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.

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.

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Results of operations

Comparison of the three months ended

March 31, 2024

Comparison of the three months ended June

30, 2024 and 2023

The following table summarizes our results of operations:

Three Months Ended

March 31, 2024

March 31, 2023

June 30, 2024

June 30, 2023

Operating expenses:

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Loss from operations

Other (expense) income:

Other expense:

Interest expense

Change in fair value of warrants

Total other expense

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Total revenues for the three

months ended March 31, 2024 and 2023 were $0 as we continue to develop and enhance our faidr and podcasting Apps to establish new revenue

months ended June 30, 2024 and 2023 were $0 as we continue to develop and enhance our faidr and podcasting Apps to establish new revenue

Direct cost of services

Direct cost of services increased

$5,872 or 13.9% from $42,301 for the three months ended March 31, 2023, compared to $48,173 for the three months ended March 31, 2024.

This increase was primarily the result of an increase in music service costs.

$5,189 or 11.5% from $45,038 for the three months ended June 30, 2023 compared to $50,227 for the three months ended June 30, 2024.

increase was primarily the result of an increase in hosting costs and music service costs.

Sales and marketing

Sales and marketing expenses

decreased by $78,723 or 35.0% from $225,118 for the three months ended March 31, 2023 to $146,395 for the three months ended March 31,

decreased by $6,892 or (3.1%) from $223,760 for the three months ended June 30, 2023 to $216,868 for the three months ended June 30, 2024,

which was primarily attributed to reduced marketing promotion costs associated with the national launch of the faidr app.

our sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our Apps and look to

generate revenue through customer acquisition, retention, and subscription conversion.

We expect our

sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our Apps and look to generate

revenue through customer acquisition, retention, and subscription conversion.

Research and development

expenses decreased by $44,619 or 21.2% from $210,126 for the three months ended March 31, 2023, to $165,507 for the three months ended

March 31, 2024, which was primarily due to lower consulting fees.

expenses decreased by $20,775 or (11.5%) from $180,363 for the three months ended June 30, 2023 to $159,588 for the three months ended

June 30, 2024, which was primarily due to lower salary, consulting and content creator fees.

General and administrative

expenses increased by $283,973 or 30.6%, from $926,826 for the three months ended March 31, 2023, compared to $1,210,799 for the three

months ended March 31, 2024.

The increase was primarily driven by a $276,097 increase in accounting and legal fees related to the evaluation

of potential acquisitions and additional regulatory filings that occurred during the three months ended March 31, 2024..

expenses decreased by $158,185 or (17.7%) from $892,510 for the three months ended June 30, 2023 compared to $734,325 for the three months

ended June 30, 2024.

The decrease was primarily driven by lower stock compensation expense, partially offset by an increase in salary

expense and professional fees to support compliance requirements related to recent equity funding.

Depreciation and amortization

expenses increased by $40,711 or 9.2%, from $443,035 for the three months ended March 31, 2023, compared to $483,746 for the three months

ended March 31, 2024.

expenses increased by $50,764 or 11.5% from $442,618 for the three months ended June 30, 2023 compared to $493,382 for the three months

ended June 30, 2024.

The increase is entirely related to the increased amortization of our faidr and podcasting Apps.

Other income (expense),

Total other expenses decreased

by $155,198, from $307,906 for the three months ended March 31, 2023, to $152,708 for the three months ended March 31, 2024.

expense for the three months ended March 31, 2024 includes the interest component on the notes payable, while the interest expense for

the three months ended March 31, 2023 includes both the interest expense and amortization of the original debt discount.

was fully amortized in 2023.

Other expense, net

Total other expenses

increased by $110,463 or 20.5% from $538,572 for the three months ended June 30, 2023 to $649,035 for the three months ended June 30,

Interest expense decreased by $521,925 due to the repayment of notes payable to related party in April 2024.

Interest expense was

offset by $632,388 due to the change in the fair value of the notes payable converted to equity.

Comparison of the six months ended June

30, 2024 and 2023

The following table summarizes our results of operations:

Six Months Ended

June 30, 2024

June 30, 2023

Operating expenses:

Direct cost of services

Sales and marketing

Research and development

General and administrative

Depreciation and amortization

Total operating expenses

Loss from operations

Other expense:

Interest expense

Change in fair value of warrants

Total other expense

Loss before income taxes

Provision for income taxes

$ (4,510,753 )

$ (4,478,174 )

Total revenues for the six

months ended June 30, 2024 and 2023 were $0 as we continue to develop and enhance our faidr and podcasting Apps to establish new revenue

Direct cost of services

Direct cost of services increased

$11,061 or 12.7% from $87,339 for the six months ended June 30, 2023 compared to $98,400 for the six months ended June 30, 2024.

increase was primarily the result of an increase in hosting costs and data subscription fees.

Sales and marketing

Sales and marketing expenses

decreased by $85,616 or (19.1%) from 448,879 for the six months ended June 30, 2023 to $363,263 for the six months ended June 30, 2024,

which was primarily attributed to reduced marketing promotion costs associated with the national launch of the faidr app.

We expect our

sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our Apps and look to generate

revenue through customer acquisition, retention, and subscription conversion.

Research and development

expenses decreased by $65,394 or (16.7%) from $390,489 for the six months ended June 30, 2023 to $325,095 for the three months ended June

30, 2024, which was primarily due to lower consulting fees.

General and administrative

expenses increased by $125,788 or 6.9% from $1,819,336 for the six months ended June 30, 2023 compared to $1,945,124 for the six months

ended June 30, 2024.

The increase was primarily driven by an increase in salary expense and professional fees to support compliance requirements

related to potential acquisitions, partially offset by lower stock compensation expense.

Depreciation and amortization

expenses increased by $91,475 or 10.3% from $885,653 for the six months ended June 30, 2023 compared to $977,128 for the six months ended

June 30, 2024.

The increase is entirely related to the increased amortization of our faidr and podcasting Apps.

Other expense, net

Total other expenses

decreased by $44,735 or 5.3% from $846,478 for the six months ended June 30, 2023 to $801,743 for the six months ended June 30, 2024.

Interest expense decreased by $677,123 due to the repayment of notes payable to related party in April 2024.

Interest expense was offset

by $632,388 due to the change in the fair value of the notes payable converted to equity.

Liquidity and capital

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We have incurred operating

losses since our inception and have an accumulated deficit as a result of ongoing efforts to develop and commercialize our faidr and

podcasting Apps.

As of March 31, 2024 and December 31, 2023, we had cash and cash equivalents of $2,732,538 and $804,556, respectively.

We have a deficit in working capital in the amount of approximately $1.4 million as of March 31, 2024.

We anticipate that operating losses

and net cash used in operating activities will increase over the next 12 months as we continue to develop and market our products.

Company secured $3.56 million of additional financing in April 2024, which enabled us to pay down $2.75 million in connection with the

Secured Bridge Notes and will only be sufficient to fund our current operating plans into the third quarter of 2024.

The Company has

based these estimates, however, on assumptions that may prove to be wrong.

We will need additional funding to complete the development

of our full product line and scale products with a demonstrated market fit.

losses since our inception and have an accumulated deficit as a result of ongoing efforts to develop and commercialize our faidr and podcasting

As of June 30, 2024 and December 31, 2023, we had cash and cash equivalents of $1,882,205 and $804,556, respectively.

We have working

capital in the amount of approximately $1.7 million as of June 30, 2024.

We anticipate that operating losses and net cash used in operating

activities will increase over the next 12 months as we continue to develop and market our products.

secured $7.1 million of additional financing in 2024, which enabled us to pay down $2.75 million in connection with the Secured Bridge

Notes and will only be sufficient to fund our current operating plans into the fourth quarter of 2024.

The Company has based these estimates,

however, on assumptions that may prove to be wrong.

We will need additional funding to complete the development of our full product line

and scale products with a demonstrated market fit.

Management has plans to secure such additional funding.

we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development

and commercialization efforts.

If we are unable to raise capital

when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization

Interim Bridge Financings

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number of shares of the common stock outstanding immediately prior to the proposed issuance of shares of common stock.

On April 9, 2024, the Company

and the investor entered into an Amendment and Waiver Agreement relating to the Bridge Notes (refer to Note 8 of the condensed unaudited

financial statements for additional information regarding the amendment to the secured bridge notes).

On April 26, 2024, the

Companay repaid $2.75 million of principal in connection with the Secured Bridge Notes.

On April 9, 2024, we entered

into an Amendment and Waiver Agreement with the Investor relating to the Bridge Notes.

We 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 of one or more equity financings with total gross proceeds to us of not less than $6,000,000.

On April 26, 2024, we repaid

$2.75 million of principal on our Secured Bridge Notes.

Effective April 9, 2024,

the Investor converted $911,384, which is equal to the (i) unpaid accrued interest on the Bridge Notes plus (ii) the OID on the Bridge

Notes, into equity securities.

The Rollover Securities consist

of (i) 463,337 Prefunded Warrants with a per share exercise price of $0.001 per share and (ii) 463,337 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 our 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

100% warrant coverage).

The Non-Prefunded Warrants have a price adjustment provision which will adjust the exercise price downward

in the event that we issue equity securities in the future at an effective per share price below the then current exercise price.

to assure compliance with applicable Nasdaq rules, the Non-Prefunded Warrants shall not be exercisable for six months following the date

We issued to the Investor

50,000 Fee Warrants with a five-year term as a loan extension fee.

The exercise price of these additional Fee Warrants is $1.967.

Fee Warrants have a price adjustment provision which will adjust the exercise price downward in the event that we issue 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.

We 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.

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 our 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).

Equity Line Sales of Common

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Agreement, the parties agreed to terminate the previous Common Stock Purchase Agreement with White Lion.

March 31, 2024, we sold 1,340,000 shares to White Lion for total proceeds of $3,606,508.

Through the date of this report, we have sold

1,940,000 shares to White Lion for total proceeds of $4,852,508.

We currently have effective registration statements that registers for

resale by White Lion up to 5,165,263 shares of common stock that we may issue to White Lion under the Equity Line Purchase Agreement.

After White Lion has acquired shares under the Equity Line Purchase Agreement, it may sell all, some or none of those shares.

White Lion by us pursuant to the Equity Line Purchase Agreement may result in substantial dilution to the interests of other holders

of our common stock.

June 30, 2024, we have sold 1,940,000 shares to White Lion for total net proceeds of $4,852,508.

We currently have effective registration

statements that registers for resale by White Lion up to 5,165,263 shares of common stock that we may issue to White Lion under the Equity

Line Purchase Agreement.

After White Lion has acquired shares under the Equity Line Purchase Agreement, it may sell all, some or none

of those shares.

Sales to White Lion by us pursuant to the Equity Line Purchase Agreement may result in substantial dilution to the interests

of other holders of our common stock.

Cash Flow Analysis

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The following table summarizes

the statements of cash flows for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

the statements of cash flows for the six months ended June 30, 2024 and 2023:

Six Months Ended June 30,

Net cash provided by (used in):

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Change in cash

$ (1,422,394 )

Operating activities

Cash used in operating activities

for the three months ended March 31, 2024 was ($1,405,138), primarily resulting from our net loss of ($2,207,328) and change in working

capital of $145,155 primarily related to an increase in accounts payable and accrued liabilities, offset by non-cash charges of $657,035

related to depreciation and amortization and share based compensation expense.

Cash used in operating activities for both periods consisted

of personnel-related expenditures, marketing and promotion costs, and public company administrative support costs such as legal and other

professional support services.

Cash used in operating

activities for the six months ended June 30, 2024 was ($2,633,821), primarily resulting from our net loss of ($4,510,753) and change in

working capital of $45,275, offset by non-cash charges of $1,922,207 related to depreciation and amortization, share based compensation

expense, and the change in fair value of warrants.

Cash used in operating activities for both periods consisted of personnel-related expenditures,

marketing and promotion costs, and public company administrative support costs such as legal and other professional support services.

Cash used in operating activities

for the three months ended March 31, 2023, was $1,073,241, primarily resulting from our net loss of $2,155,312 and change in working capital

of $30,415 related to an increase in accounts payable and accrued liabilities, offset by non-cash charges of $1,051,656 related to depreciation

and amortization, share based compensation expense, and finance charges associated with the debt issuance costs of the Secured Bridge

Note (aka the Prior Note).

Cash used in operating activities for both periods consisted of personnel-related expenditures, marketing and

promotion costs, and public company administrative support costs such as legal and other professional support services.

for the six months ended June 30, 2023, was ($2,214,729), primarily resulting from our net loss of ($4,478,174) and change in working

capital of $99,309 related to an increase in accounts payable and accrued liabilities, offset by non-cash charges of $2,164,136 related

to depreciation and amortization, share based compensation expense, and finance charges associated with the debt issuance costs of the

Secured Bridge Notes.

Cash used in operating activities for both periods consisted of personnel-related expenditures, marketing and promotion

costs, and public company administrative support costs such as legal and other professional support services.

Investing activities

Cash flows used in investing

activities for the three months ended March 31, 2024 was $273,388, consisting entirely of capitalization of software development expenses.

Cash flows used in investing

activities for the three months ended March 31, 2023 was $270,574, consisting entirely of capitalization of software development expenses.

activities for the six months ended June 30, 2024 were ($537,120), consisting of the capitalization of software development expenses and

purchase of computer equipment.

Cash flows used in investing activities for the

six months ended June 30, 2023 were ($529,503), consisting entirely of capitalization of software development expenses.

Financing activities

Cash flows generated

in financing activities for the three months ended March 31, 2024 was $3,606,508 and related entirely to cash proceeds from the issuance

of common shares of $3,606,508.

Cash flows used in financing

activities for the three months ended March 31, 2023, was $78,580 related to cash paid by us related to the net-share settlement of vested

restricted stock units during the quarter.

in financing activities for the six months ended June 30, 2024 were $4,248,590, which consisted of cash proceeds from the issuance of

common shares of $4,852,508 and cash proceeds from the issuance of preferred shares of $2,238,575.

This was partially offset by the repayment

of the note payable to related party of $2,750,000, payment of offering costs of $72,807 and net settlement of share-based compensation

liability of $19,686.

Cash flows generated in financing

activities for the six months ended June 30, 2023, were $4,687,941 and related primarily to cash proceeds from the issuance of common

shares of $4,016,521 and proceeds from related party debt of $750,000.

Funding Requirements

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incurred significant losses and negative cash flows from operations since our inception and had an accumulated deficit of $85,054,083

and $80,543,330 as of March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024 and December 31, 2023, we had cash and

cash equivalents of $2,732,538 and $804,556, respectively.

Our cash is comprised primarily of demand deposit accounts and money market

We secured $3.56 million of additional financing in April 2024, which enabled us to pay down

$2.75 million in connection with the Secured Bridge Notes and will only be sufficient to fund our current operating plans into the third

quarter of 2024.

and $80,543,330 as of June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024 and December 31, 2023, we had cash and cash

equivalents of $1,882,205 and $804,556, respectively.

Our cash is comprised primarily of demand deposit accounts and money market funds.

We secured $7.1 million of additional financing in 2024, which enabled us to pay down $2.75 million

in connection with the Secured Bridge Notes and will only be sufficient to fund our current operating plans into the fourth quarter of

We have based these estimates, however, on assumptions that may prove to be wrong.

We will need additional funding to

complete the development of our full product line and scale products with a demonstrated market fit.

Management has plans to secure such

additional funding.

If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce,

or eliminate our technology development and commercialization efforts.

We will need additional funding to complete the

development of our full product line and scale products with a demonstrated market fit.

Management has plans to secure such additional

If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate

our technology development and commercialization efforts.

We expect our expenses to

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the scope, progress, results, and costs related to the market acceptance of our products;

the ability to attract

podcasters and content creators to faidr and retain listeners on the platform;

the costs, timing, and

ability to continue to develop our technology;

effectively addressing any

competing technological and market developments;

the ability to attract podcasters and content creators to faidr and retain listeners on the platform;

the costs, timing, and ability to continue to develop our technology;

effectively addressing any competing technological and market developments;

avoiding and defending against intellectual property infringement, misappropriation and other claims.

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The following table summarizes

our contractual obligations not on our Balance Sheet as of March 31, 2024, and the effects that such obligations are expected to have

on our liquidity and cash flows in future periods:

our contractual obligations as of June 30, 2024, and the effects that such obligations are expected to have on our liquidity and cash

flows in future periods:

Payments due by period

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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