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Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-03-28 · 201 added, 211 removed, 25 unchanged (94% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and

analysis together with our Consolidated Financial Statements and the notes thereto included elsewhere in this Form 10-K.

This discussion

contains forward-looking statements that involve risks and uncertainties.

For additional discussion, see “CAUTIONARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS” above.

We are a clinical-stage medical diagnostics company

developing rapid, tests using whole blood on our Symphony platform (“Symphony”) to improve patient outcomes in critical care

Our Symphony technology platform is an exclusively licensed, patented system that consists of a mobile device and single-use

test cartridges that if cleared, authorized, or approved by the U.S.

Food and Drug Administration (“FDA”), can provide a solution

to a significant market need in the United States.

Clinical trials indicate Symphony produces laboratory-quality results in less than

20 minutes in critical care settings, including Intensive Care Units (“ICUs”) and Emergency Rooms (“ERs”), where

rapid and reliable results are required.

Since inception, we have incurred net losses from

operations each year and we expect to continue to incur losses for the foreseeable future.

We incurred net losses of approximately $10.0

million and $9.3 million for the years ended December 31, 2023 and 2022, respectively.

We had negative cash flow from operating

activities of approximately $8.3 million and $7.7 million for the years ended December 31, 2023 and 2022, respectively, and had an accumulated

deficit of approximately $26.9 million and $17.0 million as of December 31, 2023 and 2022, respectively.

Results of Operations

Comparison of Years Ended December 31, 2023

The following table sets forth our results of operations for the years

ended December 31, 2023 and 2022:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

should read the following discussion and analysis together with our Consolidated Financial Statements and the notes thereto included

elsewhere in this Form 10-K.

This discussion contains forward-looking statements that involve risks and uncertainties.

For additional

discussion, see “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS” above.

are a clinical-stage medical diagnostics company developing rapid tests using whole blood on our Symphony platform (“Symphony”)

to improve patient outcomes in critical care settings.

Our Symphony technology platform is an exclusively licensed, patented system that

consists of a mobile device and single-use test cartridges that if cleared, authorized, or approved by the U.S.

Food and Drug Administration

(“FDA”), could provide a solution to a significant market need in the United States.

Clinical trials indicate Symphony produces

laboratory-quality results in less than 20 minutes in critical care settings, including Intensive Care Units (“ICUs”) and

Emergency Rooms (“ERs”), where rapid and reliable results are required.

inception, we have incurred net losses from operations each year and we expect to continue to incur losses for the foreseeable future.

We incurred net losses of approximately $7.7 million and $10.0 million for the years ended December 31, 2024 and 2023, respectively.

We had negative cash flow from operating activities of approximately $7.5 million and $8.3 million for the years ended December 31, 2024

and 2023, respectively, and had an accumulated deficit of approximately $34.7 million and $26.95 million as of December 31, 2024 and

2023, respectively.

of Operations

of Years Ended December 31, 2024 and 2023

following table sets forth our results of operations for the years ended December 31, 2024 and 2023:

For Years Ended

Cost of sales

Operating expenses:

6 unchanged sentences

Other income (expense):

Impairment of property and equipment

Interest expense

Interest income

Other income, net

Total other income

Total other income (expense)

$ (7,717,794 )

$ (9,953,888 )

Revenue and Gross Profit

Revenue and gross profit decreased approximately

$0.2 million and $0.1 million respectively, for the year ended December 31, 2023, as compared to 2022.

The decrease was due to a minor

sale of five Symphony analyzers to our business partner, Toray, during 2022.

Future sales to Toray after 2022 are not anticipated.

Research and Development

Research and development expenses increased approximately

$1.6 million, or 38%, for the year ended December 31, 2023, as compared to 2022.

The increase in research and development expenses was

primarily due to an approximately $0.2 million increase in personnel related costs, approximately $0.6 million of additional product development

costs related to bringing the Symphony analyzer and cartridges in compliance with the FDA manufacturing standards, and approximately $0.6

million of additional depreciation expense associated with the acceleration of depreciation of certain assets used for research and development

We expect increases in our future research and

development expenses which will be focused on our clinical trial program and any necessary manufacturing improvements.

General and Administrative

General and administrative expenses decreased

approximately $0.5 million, or 9%, for the year ended December 31, 2023, as compared to 2022.

The decrease in general and administrative

expenses is primarily due to the cost reduction efforts focused on reducing personnel and insurance costs.

We expect to monitor and continue to reduce our

general and administrative spend, as necessary, to optimize operational alignment.

Sales and Marketing

Sales and marketing expenses decreased approximately

$0.2 million, or 37%, for year ended December 31, 2023, as compared to 2022.

The decrease was primarily attributable to the Company’s

cost savings efforts as the Company seeks to limit marketing costs.

Total other income increased approximately $0.3

million, or 1,616%, for the year ended December 31, 2023 as compared to 2022.

The increase primarily related to increases in interest

income from the Company’s sweep account due to increased interest rates as compared to the prior period, as well as no material

impairment charge being recognized during 2023 as compared to 2022, which had an impairment charge of approximately $0.2 million.

Summary Statement of Cash Flows

The following table sets forth the primary sources

and uses of cash and cash equivalents for each of the periods presented.

and development

and development expenses decreased approximately $2.2 million, or 39%, for the year ended December 31, 2024, as compared to 2023.

decrease in research and development expenses was primarily due to a $0.5 million decrease in personnel related costs, a $0.8 million

decrease in depreciation expense, and a $1.1 million decrease in product development costs, which was partially offset by a $0.5 million

increase in clinical development costs.

decrease in research and development expenses was primarily due to a reduction in technology transfer efforts which offset increased

clinical trial expenses.

We expect future research and development expenses to be focused on costs specifically associated with our clinical

trial program supporting our regulatory strategy, technology transfer efforts and any necessary manufacturing improvements.

and administrative

and administrative expenses decreased approximately $0.6 million, or 14%, for the year ended December 31, 2024, as compared to 2023.

The decrease in general and administrative expenses is primarily due to the cost reduction efforts focused on reducing personnel and

other administrative costs.

expect to monitor and continue to reduce our general and administrative spend, as necessary, to optimize operational alignment.

and marketing

and marketing expenses decreased approximately $0.3 million, or 97%, for year ended December 31, 2024, as compared to 2023.

The low sales

and marketing expenses in 2024 are due to a reduction in spending in all sales and marketing efforts.

income (expense)

other income (expense) decreased approximately $0.9 million for the year ended December 31, 2024 as compared to 2023.

The decreases primarily

related to the $0.8 million increase in interest expense associated with the Bridge Note Financing.

Statement of Cash Flows

following table sets forth the primary sources and uses of cash and cash equivalents for each of the periods presented.

Cash proceeds provided by (used in):

Operating activities

$ (7,819,769 )

$ (8,313,870 )

Investing activities

Financing activities

Net (decrease) increase in cash and cash equivalents

Net cash used in operating activities

During 2023, we used approximately $8.3 million

in cash for operating activities, an increase of approximately $0.6 million from 2022.

The increase in net cash used in operating activities

was primarily due to increases in personnel and product development costs, which ultimately led to the reduction of personnel in the second

and third quarters of 2023.

Net cash used in investing activities

Net increase (decrease) in cash and cash equivalents

$ (7,906,474 )

cash used in operating activities

During 2024, we used approximately $7.8 million

in cash for investing activities, an approximately $0.5 million decrease from 2022.

The Company acquired laboratory equipment and manufacturing

equipment for the development of the Symphony devices in both 2022 and 2023.

Net cash provided by financing activities

During 2023, we generated approximately $1.1 million

in cash from financing activities, as compared to less than $0.1 million in 2022.

in cash for operating activities, a decrease of approximately $0.5 million from 2023.

The decrease in net cash used in operating activities

was primarily due to a decrease in the net loss and partially offset by the timing of payments to vendors and other decreases in working

capital during 2024.

cash used in investing activities

2024, we used approximately $0.3 million in cash for investing activities, an approximately $0.4 million decrease from 2023.

acquired laboratory equipment and manufacturing equipment for the development of the Symphony devices in both 2024 and 2023.

cash provided by financing activities

During 2024, we generated approximately $10.2

million in cash from financing activities, as compared to $1.1 million in 2023.

The increase in net cash provided by financing activities

was primarily due to the proceeds from the August 2023 Financing.

Contractual Obligations

See Note 8 to consolidated financial statements

for our lease obligations and Note 9 to the consolidated financial statements for our other non-cancellable contractual obligations.

Liquidity and Going Concern

was primarily due to the proceeds from our public offerings in January 2024 and June 2024 as compared to our private placement of common

stock in August 2023.

Note 9 to consolidated financial statements for our lease obligations and Note 10 to the consolidated financial statements for our other

non-cancellable contractual obligations.

and Going Concern

The Company had cash and cash equivalents of $4,301,945

$2,208,516, as of December 31, 2023.

The Company has incurred net losses since its inception, and has negative cash flows from

operations and had the accumulated deficit of $26,950,990 as of December 31, 2023.

The Company continues to develop the Symphony

device and its first test for the measurement of IL-6.

The Company remains committed to obtaining FDA clearance and will conduct

clinical trials to obtain sufficient data to support its FDA submission, while also continuing to build its manufacturing operations

with its contract manufacturing organizations.

and current liabilities of $810,368 on its balance sheet as of December 31, 2024.

The Company has incurred net losses since its inception,

and has negative cash flows from operations and had an accumulated deficit of $34,668,784 as of December 31, 2024.

The Company continues

to develop its Symphony device and its first test for the measurement of IL-6.

The Company remains committed to obtaining FDA clearance

and hopes to conduct clinical trials to obtain sufficient data to support its FDA submission, while also continuing to build its manufacturing

operations with its contract manufacturing organizations.

Current cash resources and expected operating expenses are considered in determining

its liquidity requirement;

as well as $1,771,375 of current liabilities on its balance sheet as of December 31, 2023.

Company estimates cash resources will be sufficient to fund its operations through the second quarter of 2024.

will need additional capital to fund its planned operations for the next 12 months.

These conditions raise substantial doubt about

the Company’s ability to continue as a going concern.

its liquidity requirements.

The Company estimates cash resources will be sufficient to fund its operations up to the third quarter of

The Company will need additional capital to fund its planned operations for the next 12 months.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements are issued.

The consolidated financial statements for the

years ended December 31, 2023 and 2022 were prepared under the assumption that the Company will continue as a going concern, which contemplates

that the Company will be able to realize assets and discharge liabilities in the normal course of business.

The Company expects that it will seek to raise

such additional capital through public or private equity offerings, grant financing and support from governmental agencies, convertible

debt, collaborations, strategic alliances and distribution arrangements.

Additional funds may not be available when it needs them on terms

that are acceptable to them, or at all.

If adequate funds are not available, it may be required to delay its FDA regulatory strategy,

and to delay or reduce the scope of its research or development programs, its commercialization efforts or its manufacturing commitments

and capacity.

In addition, if it raises additional funds through collaborations, strategic alliances or distribution arrangements with

third parties, it may have to relinquish valuable rights to its technologies or future revenue streams.

Recent Offerings

August 2023 Offering

On August 24, 2023, the Company entered into a

securities purchase agreement with certain institutional and accredited investors (the “Purchase Agreement”) relating to the

registered direct offering and sale of 216,000 shares of the Company’s common stock at a purchase price of $7.365 per share (the

In a concurrent private placement, the Company

also issued to such institutional and accredited investors unregistered warrants to purchase up to 216,000 shares of Common Stock (the

Pursuant to the terms of the Purchase Agreement, for each share of Common Stock issued in this offering an accompanying

Warrant was issued to the purchaser thereof.

Each Warrant is exercisable for one share of Common Stock (the “Warrant Shares”)

at an exercise price of $7.24 per share, will be immediately exercisable upon issuance and will expire five years from the date of issuance.

The Warrants were offered and sold at a purchase price of $0.125 per underlying warrant share, which purchase price is included in the

offering price per share of Common Stock issued in the Offering (the “Private Placement”).

Pursuant to an engagement letter, dated as of

August 7, 2023 (the “Engagement Letter”), between the Company and H.C.

years ended December 31, 2024 and 2023 were prepared under the assumption that the Company will continue as a going concern, and do not

include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification

of liabilities that might result from the outcome of this uncertainty.

Company expects that it will seek to raise such additional capital through public or private equity offerings, grant financing and support

from governmental agencies, convertible debt, collaborations, strategic alliances and distribution arrangements.

Additional funds may

not be available when it needs them on terms that are acceptable to them, or at all.

If adequate funds are not available, it may be required

to delay its FDA regulatory strategy, and to delay or reduce the scope of its research or development programs, its commercialization

efforts or its manufacturing commitments and capacity.

In addition, if it raises additional funds through collaborations, strategic alliances

or distribution arrangements with third parties, it may have to relinquish valuable rights to its technologies or future revenue streams.

2023 Offering

August 24, 2023, the Company entered into a securities purchase agreement with certain institutional and accredited investors (the “Purchase

Agreement”) relating to the registered direct offering and sale of 540 shares of the Company’s common stock at a purchase

price of $2,946.00 per share (the “Offering”).

a concurrent private placement, the Company also issued to such institutional and accredited investors unregistered warrants to purchase

up to 540 shares of Common Stock (the “Warrants”).

Pursuant to the terms of the Purchase Agreement, for each share of Common

Stock issued in this offering an accompanying Warrant was issued to the purchaser thereof.

Each Warrant is exercisable for one share

of Common Stock (the “Warrant Shares”) at an exercise price of $2,896.00 per share, will be immediately exercisable upon

issuance and will expire five years from the date of issuance.

The Warrants were offered and sold at a purchase price of $50.00 per underlying

warrant share, which purchase price is included in the offering price per share of Common Stock issued in the Offering (the “Private

to an engagement letter, dated as of August 7, 2023, between the Company and H.C.

Wainwright & Co., LLC, or the placement agent,

the Company agreed to pay the placement agent a total cash fee equal to 7.0% of the gross proceeds received in the Offering and the Private

The Company also agreed to pay the placement agent in connection with the Offering and the Private Placement a management fee

equal to 1.0% of the gross proceeds raised in the Offering and Private Placement, $45,000 for non-accountable expenses, and $15,950 for

clearing fees.

In addition, the Company agreed to issue to the placement agent, or its designees, warrants to purchase up to 15,120 shares

of Common Stock (the “Placement Agent Warrants”), which represents 7.0% of the aggregate number of shares of Common Stock

sold in the Offering.

The Placement Agent Warrants have substantially the same terms as the Warrants, except that the Placement Agent

Warrants have an exercise price equal to $ 9.2063, or 125% of the offering price per share of Common Stock sold in the Offering, and a

term of five years from the commencement of the sales pursuant to the Offering.

The gross proceeds to the Company from the Offering

and the Private Placement are $1,590,840.

the Company paid the placement agent a total cash fee of $111,359 equal to 7.0% of the gross proceeds received in the Offering and the

Private Placement.

The Company also agreed to pay the placement agent in connection with the Offering and the Private Placement a management

fee equal to $15,908 or 1.0% of the gross proceeds raised in the Offering and Private Placement, $45,000 for non-accountable expenses,

and $15,950 for clearing fees.

In addition, the Company agreed to issue to the placement agent, or its designees, warrants to purchase

up to 36 shares of Common Stock (the “Placement Agent Warrants”), which represents 7.0% of the aggregate number of shares

of Common Stock sold in the Offering.

The Placement Agent Warrants have substantially the same terms as the Warrants, except that the

Placement Agent Warrants have an exercise price equal to $3,684.00, or 125% of the offering price per share of Common Stock sold in the

Offering, and a term of five years from the commencement of the sales pursuant to the Offering.

gross proceeds to the Company from the Offering and the Private Placement are $1,590,840.

The Company incurred offering costs of $413,544.

January 2024 Offering

On January 2, 2024, the Company sold in a public

offering (such transaction, the “January 2024 Offering”) (i) 537,768 shares of the Company’s common stock, par value

$0.0001 per share and (ii) prefunded warrants to purchase up to an aggregate 2,154,540 shares of Common Stock (the “Prefunded Warrants”).

The Shares and Prefunded Warrants were sold together with warrants to purchase up to an aggregate of 2,692,308 shares of Common Stock

at an exercise price of $1.30 per share (the “January 2024 Warrants”).

The combined public offering price was $1.30 per share

of Common Stock and related January 2024 Warrant and $1.2999 per Prefunded Warrant and related January 2024 Warrant.

The Company intends

to use the net proceeds from the January Offering to fund matters related to obtaining FDA approval (including clinical studies related

thereto), as well as for other research and development activities, and for general working capital needs.

The Prefunded Warrants are immediately exercisable

and may be exercised at any time until all of the Prefunded Warrants are exercised in full.

The January 2024 Warrants are exercisable

immediately upon issuance for a period of five years following the date of issuance.

Pursuant to an engagement letter, dated as of

August 7, 2023, as amended October 11, 2023 (the “Amended Engagement Letter”), by and between the Company and the Placement

Agent, the Company paid the Placement Agent a total cash fee of $245,000 equal to 7.0% of the gross proceeds received in the January 2024

The Company also paid the Placement Agent in connection with the January Offering a management fee of $35,000 equal to 1.0%

of the gross proceeds raised in the January 2024 Offering and certain expenses incurred in connection with the January Offering.

the Company issued to the Placement Agent, warrants to purchase up to an aggregate 188,462 shares of Common Stock (the “January

2024 Placement Agent Warrants”), which represents 7.0% of the aggregate number of shares of Common Stock and Prefunded Warrants

sold in the January 2024 Offering.

The January 2024 Placement Agent Warrants have substantially the same terms as the January 2024 Warrants,

except that the January 2024 Placement Agent Warrants have an exercise price equal to $1.6250, or 125% of the offering price per share

of Common Stock and related January 2024 Warrant sold in the January Offering and expire on the fifth anniversary from the date of the

commencement of sales in the January 2024 Offering.

Concurrently with the closing of the January 2024

Offering, certain purchasers have elected to exercise Prefunded Warrants to purchase 174,770 shares of Common Stock.

Critical Accounting Policies and Estimates

Some of our critical accounting policies require

us to make difficult, subjective or complex judgments or estimates.

An accounting estimate is considered to be critical if it meets both

of the following criteria:

(i) the estimate requires assumptions about matters that are highly uncertain at the time the accounting

estimate is made, and (ii) different estimates reasonably could have been used, or changes in the estimate that are reasonably likely

to occur from period to period may have a material impact on the presentation of our financial condition, changes in financial condition

or results of operations.

As an emerging growth company, we have elected

to opt-in to the extended transition period for new or revised accounting standards.

As a result, our consolidated financial statements

may not be comparable to those of companies that comply with public company effective dates.

Stock-Based Compensation

Our stock-based compensation expense for stock

awards is estimated at the grant date based on the award’s fair value as determined by the consideration received or as calculated

by the Black-Scholes option pricing model, whichever is more readily measurable.

The Black-Scholes pricing model requires various highly

judgmental assumptions including expected volatility and expected term.

The expected volatility is based on the historical stock volatilities

of several similar public companies over a period equal to the expected terms of the awards as we do not have a sufficient trading history

to use the volatility of our own common stock.

To estimate the expected term, we have opted to use the simplified method, which uses of

the midpoint of the vesting term and the contractual term.

We recognize the compensation cost of share-based awards on a straight-line

basis over the requisite service period, however, for stock awards for which vesting is subject to performance – based milestones,

the expense is recorded over the implied service period after the point when the achievement of the milestone is probable, or the performance

condition has been achieved.

If any of the assumptions used in the Black-Scholes pricing model changes significantly, stock-based compensation

expense may differ materially in the future from that recorded in the current period.

Recently Adopted Accounting Standards

See Note 2 to consolidated financial statements

(under the caption “Recently Issued Accounting Standards”).

Recently Issued Accounting Standards

See Note 2 to consolidated financial statements

(under the caption “Recently Issued Accounting Standards”).

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

Information requested by this Item is not applicable

as we are electing scaled disclosure requirements available to Smaller Reporting Companies with respect to this Item.

2024 Offering

January 2, 2024, the Company sold in a public offering (such transaction, the “January 2024 Offering”) (i) 1,344 shares of

the Company’s common stock, par value $0.0001 per share and (ii) prefunded warrants to purchase up to an aggregate 5,386 shares

of Common Stock (the “January Prefunded Warrants”).

The Shares and January Prefunded Warrants were sold together with warrants

to purchase up to an aggregate of 6,730 shares of Common Stock at an exercise price of $520.00 per share (the “January 2024 Warrants”).

The combined public offering price was $520.00 per share of Common Stock and related January 2024 Warrant and $519.96 per January Prefunded

Warrant and related January 2024 Warrant.

of December 31, 2024, all January Prefunded Warrants have been exercised in full.

The January 2024 Warrants are exercisable for a period

of five years following the date of issuance.

to an engagement letter, dated as of August 7, 2023, as amended October 11, 2023, by and between the Company and the Placement Agent,

the Company paid the Placement Agent a total cash fee of $245,000 equal to 7.0% of the gross proceeds received in the January 2024 Offering.

The Company also paid the Placement Agent in connection with the January Offering a management fee of $35,000 equal to 1.0% of the gross

proceeds raised in the January 2024 Offering and certain expenses incurred in connection with the January Offering.

In addition, the

Company issued to the Placement Agent, warrants to purchase up to an aggregate 471 shares of Common Stock (the “January 2024 Placement

Agent Warrants”), which represents 7.0% of the aggregate number of shares of Common Stock and Prefunded Warrants sold in the January

2024 Offering.

The January 2024 Placement Agent Warrants have substantially the same terms as the January 2024 Warrants, except that

the January 2024 Placement Agent Warrants have an exercise price equal to $650.00, or 125% of the offering price per share of Common

Stock and related January 2024 Warrant sold in the January Offering and expire on the fifth anniversary from the date of the commencement

of sales in the January 2024 Offering.

gross proceeds to the Company from the January 2024 Offering were $3,500,000.

The Company incurred offering costs of $711,031.

2024 Bridge Note Financing

May 31, 2024, the Company entered into a Note Purchase Agreement with an accredited investor (the “NPA”), and a Securities

Purchase Agreement with three accredited investors (the “SPA”).

Under the terms of the NPA, the investor provided the Company

with a $1,000,000 cash subscription in exchange for the issuance of a senior secured note.

As of December 31, 2024, a total of $1,176,470

was repaid to the NPA investors.

The difference between such note and the subscription amount, initially recorded as a discount on the

notes, was the result of the discount factor included in the NPA of approximately 17.6%.

the terms of the SPA, the three investors agreed to collectively provide the Company with a separate $1,000,000 cash subscription in

exchange for the issuance of senior secured notes ($333,333 each), and the collective issuance of 1,451 shares of the Company’s

common stock.

The fair value of the common stock issued in connection with the SPA was $307,563.

As of December 31, 2024, a total of

$1,111,110 was repaid to the SPA investors.

The difference between such notes and the subscription amounts, initially recorded as a discount

on the notes, was the result of the discount factor included in the SPA of 11.11%.

expense recorded on the NPA and SPAs was $807,797 for the year ended December 31, 2024, including debt issuance costs related to the

NPA and SPA totaling $212,654.

2024 Offering

June 28, 2024, the Company sold in a public offering ( the “June 2024 Offering”), (i) 11,541 common units (the “Common

Units”), each consisting of one share of common stock, two Class C Warrants and one Class D Warrant and (ii) 95,815 prefunded warrants

(the “Prefunded Units”), each consisting of one prefunded warrant to purchase one share of common stock (each, a “Prefunded

Warrant”), two Class C Warrants and one Class D Warrant to purchase Common Shares.

Aegis Capital Corp.

the “Underwriter”) partially exercised its over-allotment option in respect to 13,573 Class C Warrants and 6,787 Class D

Warrants (the “Over-Allotment Warrants”).

The Common Units were sold at a price of $81.50 per unit and the Prefunded Warrants

were sold at a price of $81.495 per unit.

As of December 31, 2024, all Prefunded Warrants have been exercised in full.

to an engagement letter dated June 6, 2024, by and between the Company and Aegis, the Company paid Aegis a total cash fee of $743,750

equal to 8.5% of the gross proceeds received in the June 2024 Offering.

gross proceeds to the Company from the June 2024 Offering were $8,569,075.

The Company incurred offering costs of $1,133,419.

Accounting Policies and Estimates

of our critical accounting policies require us to make difficult, subjective or complex judgments or estimates.

An accounting estimate

is considered to be critical if it meets both of the following criteria:

(i) the estimate requires assumptions about matters that

are highly uncertain at the time the accounting estimate is made, and (ii) different estimates reasonably could have been used,

or changes in the estimate that are reasonably likely to occur from period to period may have a material impact on the presentation of

our financial condition, changes in financial condition or results of operations.

an emerging growth company, we have elected to opt-in to the extended transition period for new or revised accounting standards.

As a result, our consolidated financial statements may not be comparable to those of companies that comply with public company effective

See Note 2 to consolidated financial statements for a summary of significant

accounting policies.

Adopted Accounting Standards

Note 2 to consolidated financial statements (under the caption “Recently Issued Accounting Standards”).

Issued Accounting Standards

Note 2 to consolidated financial statements (under the caption “Recently Issued Accounting Standards”).

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

requested by this Item is not applicable as we are electing scaled disclosure requirements available to Smaller Reporting Companies with

respect to this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our Consolidated Financial Statements and The

Report of Independent Registered Public Accounting Firm are included in this Form 10-K on pages F-1

through F-20.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

Consolidated Financial Statements and The Report of Independent Registered Public Accounting Firm are included in this Form 10-K

on pages F-1 through F-19.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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-K

Item 7. Management’s Discussion and Analysis