AUDDIA INC. 10-Q

Item 1. Financial Statements Auddia Inc. Condensed Balance Sheets June 30, 2024 December 31, 2023 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,882,205 $ 804,556 Accounts receivable, net 358 494 Prepaid assets 121,101 50,608 Other current assets 17,189 7,150 Total current assets 2,020,853 862,808 Non-current assets: Property and equipment, net of accumulated depreciation 13,838 18,099 Intangible assets, net of accumulated amortization 3,279 3,947 Software development costs, net of accumulated amortization 2,912,855 3,347,935 Operating lease right of use asset 88,397 – Deferred offering costs 101,328 170,259 Total non-current assets 3,119,697 3,540,240 Total assets $ 5,140,550 $ 4,403,048 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 313,266 $ 911,664 Notes payable to related party, net of debt issuance costs – 3,025,000 Current portion of operating lease liability 23,621 – Stock awards liability 26,276 45,964 Total current liabilities 363,163 3,982,628 Non-current operating lease liability 68,825 – Total liabilities 431,988 3,982,628 Commitments and contingencies (Note 5) – – Shareholders' equity: Series B Preferred stock - $ 0.001 par value, 3,000 authorized and 2,314 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 2 – Common stock - $ 0.001 par value, 100,000,000 authorized and 2,794,196 and 854,162 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 2,794 854 Additional paid-in capital 89,759,849 80,962,896 Accumulated deficit ( 85,054,083 ) ( 80,543,330 ) Total shareholders' equity 4,708,562 420,420 Total liabilities and shareholders' equity $ 5,140,550 $ 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 Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenue $ – $ – $ – $ – Operating expenses: Direct cost of services 50,227 45,038 98,400 87,339 Sales and marketing 216,868 223,760 363,263 448,879 Research and development 159,588 180,363 325,095 390,489 General and administrative 734,325 892,510 1,945,124 1,819,336 Depreciation and amortization 493,382 442,618 977,128 885,653 Total operating expenses 1,654,390 1,784,290 3,709,010 3,631,696 Loss from operations ( 1,654,390 ) ( 1,784,290 ) ( 3,709,010 ) ( 3,631,696 ) Other expense: Interest expense ( 16,647 ) ( 538,572 ) ( 169,355 ) ( 846,478 ) Change in fair value of warrants ( 632,388 ) – ( 632,388 ) – Total other expense ( 649,035 ) ( 538,572 ) ( 801,743 ) ( 846,478 ) Loss before income taxes ( 2,303,425 ) ( 2,322,862 ) ( 4,510,753 ) ( 4,478,174 ) Provision for income taxes – – – – Net loss $ ( 2,303,425 ) $ ( 2,322,862 ) $ ( 4,510,753 ) $ ( 4,478,174 ) Net loss per share attributable to common stockholders Basic and diluted $ ( 0.86 ) $ ( 3.78 ) $ ( 2.38 ) $ ( 7.96 ) Weighted average common shares outstanding Basic and diluted 2,677,712 614,092 1,891,556 562,346 The accompanying notes are an integral part of these unaudited condensed financial statements. 5 Auddia Inc. Condensed Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited) Series B Preferred Stock Common Stock Number of Shares Par Value 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 Issuance of common shares, net of costs – – 600,000 600 1,245,400 – 1,246,000 Issuance of Series B preferred stock and warrants 2,314 2 – – 2,238,573 – 2,238,575 Conversion of debt to equity – – – – 1,543,772 – 1,543,772 Offering costs – – – – ( 97,333 ) – ( 97,333 ) Share-based compensation – – – – 132,488 – 132,488 Net loss – – – – – ( 2,303,425 ) ( 2,303,425 ) Balance, June 30, 2024 2,314 $ 2 2,794,196 $ 2,794 $ 89,759,849 $ ( 85,054,083 ) $ 4,708,562 Series B Preferred Stock Common Stock Number of Shares Par Value 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 and warrants – – 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 Issuance of common shares, net of costs – – 283,861 284 3,963,600 – 3,963,884 Issuance of warrants – – – – 383,004 – 383,004 Share-based compensation – – – – 224,856 – 224,856 Reclassification of share-based compensation liability – – – – ( 12,352 ) – ( 12,352 ) Net loss – – – – – ( 2,322,862 ) ( 2,322,862 ) Balance, June 30, 2023 – $ – 797,888 $ 798 $ 80,544,988 $ ( 76,214,008 ) $ 4,331,778 The accompanying notes are an integral part of these unaudited condensed financial statements. 6 Auddia Inc. Condensed Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2024 2023 Cash flows from operating activities: Net loss $ ( 4,510,753 ) $ ( 4,478,174 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Finance charge associated with debt issuance cost – 695,947 Depreciation and amortization 977,128 885,653 Share-based compensation expense 305,777 582,536 Change in fair value of warrants 632,388 – Amortization of right of use asset 6,914 – Change in assets and liabilities: Accounts receivable 136 ( 234 ) Prepaid assets ( 70,493 ) ( 65,286 ) Other current assets ( 10,039 ) – Accounts payable and accrued liabilities 37,986 164,830 Lease liabilities ( 2,865 ) – Net cash used in operating activities ( 2,633,821 ) ( 2,214,728 ) Cash flows from investing activities: Purchase of property and equipment ( 8,518 ) – Software capitalization ( 528,602 ) ( 529,503 ) Net cash used in investing activities ( 537,120 ) ( 529,503 ) Cash flows from financing activities: Offering costs ( 72,807 ) – Net settlement of share-based compensation liability ( 19,686 ) ( 78,580 ) Proceeds from related party debt, net of original issue discount – 750,000 Repayments of related party debt ( 2,750,000 ) – Proceeds from issuance of preferred shares, net of issuance costs 2,238,575 – Proceeds from issuance of common shares, net of issuance costs 4,852,508 4,016,521 Net cash provided by financing activities 4,248,590 4,687,941 Net increase in cash 1,077,649 1,943,710 Cash, beginning of year 804,556 1,661,434 Cash and restricted cash, end of period $ 1,882,205 $ 3,605,144 Supplemental disclosures of cash flow information: Cash paid for Interest $ 1,045 $ 4,460 Cash paid for taxes $ – $ – Supplemental disclosures of non-cash activity: Reclassification of deferred offering cost $ 68,931 $ 52,637 Original issue discount and issuance of warrants on related party debt $ – $ 458,004 Issuance of warrants in connection with related party debt $ 911,384 $ – Right of use asset and assumption of operating lease liability $ 95,311 $ – 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 $ 1,882,205 as of June 30, 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 $ 7.1 million during 2024 and paid down $ 2.75 million in Secured Bridge Notes. 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 fourth quarter of 2024. 9 Cash and Cash Equivalents The Company had cash on hand of $ 1,879,187 and $ 801,448 as of June 30, 2024 and December 31, 2023, respectively. 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 $ 3,018 and $ 3,108 as of June 30, 2024 and December 31, 2023, respectively. 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 June 30, 2024, the Company had approximately $ 1.6 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 and six months ended June 30, 2024 and 2023. Software development costs of $ 255,214 and $ 258,929 were capitalized for the three months ended June 30, 2024 and 2023, respectively. Software development costs of $ 528,602 and $ 529,503 were capitalized for the six months ended June 30, 2024 and 2023, respectively. Amortization of capitalized software development costs was $ 486,764 and $ 436,425 for the three months ended June 30, 2024, and 2023, respectively and $ 963,682 and $ 872,850 for the six months ended June 30, 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. 10 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. 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. Warrants The Company account for warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In connection with the amendment to the Secured Bridge Notes (see Note 4), the Company converted $ 911,384 , consisting of accrued interest and the original issue discount on the Bridge Notes, into equity securities. As a result of the conversion, the Company recognized a change in the fair value of warrants in the amount of $ 632,388 during the three and six months ended June 30, 2024. 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. 11 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 and equipment and software development costs June 30, 2024 December 31, 2023 Computers and equipment $ 106,870 $ 102,348 Furniture 11,258 7,263 Accumulated depreciation ( 104,290 ) ( 91,512 ) Total property and equipment, net $ 13,838 $ 18,099 Domain name $ 3,947 $ 3,947 Accumulated amortization ( 668 ) – Total intangible assets, net $ 3,279 $ 3,947 Software development costs $ 8,183,809 $ 7,655,206 Accumulated amortization ( 5,270,954 ) ( 4,307,271 ) Total software development costs, net $ 2,912,855 $ 3,347,935 The Company recognized depreciation expense of $ 6,284 and $ 6,193 for the three months ended June 30, 2024 and 2023, respectively related to property and equipment, amortization expense of $ 334 and $ 0 for the three months ended June 30, 2024 and 2023, respectively related to intangible assets, and amortization expense of $ 486,764 and $ 436,425 for the three months ended June 30, 2024 and 2023, respectively related to software development costs. The Company recognized depreciation expense of $ 12,778 and $ 12,803 for the six months ended June 30, 2024 and 2023, respectively related to property and equipment, amortization expense of $ 668 and $ 0 for the six months ended June 30, 2024 and 2023, respectively related to intangible assets, and amortization expense of $ 963,682 and $ 872,850 for the six months ended June 30, 2024 and 2023, respectively related to software development costs. Note 3 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following: Schedule of accounts payable and accrued liabilities June 30, 2024 December 31, 2023 Accounts payable and accrued liabilities $ 304,587 $ 424,510 Credit cards payable 8,679 16,975 Accrued interest – 470,179 Total accounts payable and accrued liabilities $ 313,266 $ 911,664 12 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. 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. 13 As of June 30, 2024 and December 31, 2023, the balance of the Prior Note, net of debt issuance costs, was $ 0 and $ 2,200,000 , respectively. Interest expense related to the Prior Note, including interest incurred, amortization of the debt discount, and the warrant amortization for the three months ended June 30, 2024 and 2023 was $ 11,000 and $ 261,861 , respectively. Interest expense related to the Prior Note, including interest incurred, amortization of the debt discount, and the warrant amortization for the six months ended June 30, 2024 and 2023 was $ 121,000 and $ 261,861 , respectively. As of June 30, 2024 and December 31, 2023, the balance of the New Note issued in April 2023, net of debt issuance costs, was $ 0 and $ 825,000 respectively. Interest expense related to the New Note, including interest incurred, amortization of the debt discount, and the warrant amortization for the three months ended June 30, 2024 and 2023 was $ 4,068 and $ 273,204 . Interest expense related to the New Note, including interest incurred, amortization of the debt discount, and the warrant amortization for the six months ended June 30, 2024 and 2023 was $ 45,205 and $ 273,204 . On April 9, 2024, the Company and the investor entered into an Amendment and Waiver Agreement relating to the Bridge Notes. 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. 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. 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. The Non-Prefunded Warrants and Fee Warrants had a total valuation of $ 811,402 and the Prefunded Warrants had a valuation of $ 732,370 . As a result, the Company recorded $ 911,384 as a non-cash charge in connection with the issuance of warrants related to the Secured Bridge Notes and a change in the fair value of warrants of $ 632,388 , which is included in other expense in the accompanying statements of operations. All Warrants were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40. 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. 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). 14 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 $ 8,960 and $ 13,760 for the three and six months ended June 30, 2024, respectively, which consisted of the new lease and a temporary month-to-month lease the Company entered into until a long-term space was identified. Rent expense was $ 25,385 and $ 37,438 for the three and six months ended June 30, 2023, respectively, 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. 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”). 15 On May 24, 2024, the Company received a letter from Nasdaq indicating that the Company has regained compliance with the equity requirement in Listing rule 5550(b) (1) (the Equity Rule”.) The Company 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’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 activity for stock options outstanding Options Weighted Average Exercise Price Outstanding - December 31, 2023 84,895 $ 47.79 Granted – – Forfeited/canceled ( 847 ) 59.48 Exercised – – Outstanding – June 30, 2024 84,048 $ 47.68 Options Weighted Average Exercise Price Outstanding - December 31, 2022 66,527 $ 61.25 Granted 8,008 23.50 Forfeited/canceled ( 7,958 ) 37.50 Exercised – – Outstanding – June 30, 2023 66,577 $ 59.50 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* $67.56 346 $ 67.56 0.25 346 $ 67.56 $72.39 2,131 $ 72.54 3.36 2,131 $ 72.39 $106.50 6,853 $ 106.50 4.98 6,853 $ 106.50 $69.75 30,891 $ 69.75 6.48 29,041 $ 69.75 $44.75 7,550 $ 44.75 6.89 4,475 $ 44.75 $30.25 15,577 $ 30.25 8.20 14,247 $ 30.25 $9.90 2,000 $ 9.90 8.94 500 $ 9.90 $6.25 18,700 $ 6.25 9.46 – $ 6.25 Total – June 30, 2024 84,048 57,593 * 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. 16 Restricted Stock Units The following table presents the activity for restricted stock units outstanding: Schedule of activity for restricted stock units outstanding Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding - December 31, 2023 11,490 $ 59.36 Granted – – Forfeited/canceled – – Vested/issued – – Outstanding – June 30, 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 ( 4,734 ) 45.75 Vested/issued ( 7,830 ) 45.75 Outstanding – June 30, 2023 11,490 $ 59.25 The Company recognized share-based compensation expense related to stock options and restricted stock units of $ 132,488 and $ 224,856 for the three months ended June 30, 2024 and 2023, respectively, and $ 305,777 and $ 582,536 for the six months ended June 30, 2024 and 2023, respectively. The remaining unvested share-based compensation expense of $ 414,721 is expected to be recognized over the next 42 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. 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”). 17 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. During the six months ended June 30, 2024, the Company closed on several sales of Common Stock under the White Lion Purchase Agreement. As a result, the Company issued an aggregate of 1,940,000 common shares and received aggregate proceeds of approximately $ 4.9 million. $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 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, were used to repay outstanding debt and for general corporate purposes. Warrants The following table presents the activity for warrants outstanding: Schedule of activity for warrants outstanding Warrants Weighted Average Exercise Price Outstanding - December 31, 2023 216,884 $ 96.00 Granted 2,226,811 1.85 Forfeited/cancelled/restored ( 14,154 ) – Exercised – – Outstanding – June 30, 2024 2,429,541 $ 15.00 18 Note 8 – Leases under ASC 842 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 and six months ended June 30, 2024, the Company recorded operating lease expense of $ 8,960 and $ 8,960 , respectively, which is included in general and administrative expenses in the Company’s accompanying condensed statements of operations. As of June 30, 2024, weighted-average remaining lease term and discount rate were as follows: Schedule of weighted-average remaining lease term and discount rate June 30, 2024 Weighted-average remaining lease term 4.8 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 June 30, 2024: Schedule of annual undiscounted cash flows of leases Years Ended December 31, 2024 $ 14,735 2025 34,382 2026 41,749 2027 14,735 Less imputed interest ( 13,155 ) Total $ 92,446 Note 9 – Subsequent Events Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. 19