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Item 7. Management’s Discussion and Analysis

2026-03-06 compared with 2025-03-31 · 241 added, 172 removed, 54 unchanged (88% of the section changed)

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.

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

settings, with a focus on sepsis.

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

and single-use protein detection cartridges that we believe, 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:

The Symphony device candidate is designed

to produce laboratory-quality results in approximately 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

$6.8 million and $7.7 million for the years ended December 31, 2025 and 2024, respectively.

We had negative cash flow from operating

activities of approximately $6.1 million and $7.8 million for the years ended December 31, 2025 and 2024, respectively, and had an accumulated

deficit of approximately $41.5 million and $34.7 million as of December 31, 2025 and 2024, respectively.

Results of Operations

Comparison of Years Ended December 31, 2025

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

ended December 31, 2025 and 2024:

For Years Ended

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Operating loss

(10,311,217 )

Other income (expense):

3 unchanged sentences

Total other income (expense)

Deemed dividend on warrant modification

Net loss applicable to common shareholders

$ (6,848,483 )

$ (20,940,847 )

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.

Research and development

Research and development expenses decreased approximately

$0.4 million, or 12%, for the year ended December 31, 2025, as compared to 2024.

The decrease in research and development expenses was

primarily due to a $0.2 million decrease in personnel related costs, a $0.1 million decrease in other costs, and a $0.2 million decrease

in product development costs, which was partially offset by a $0.1 million increase in clinical development costs.

The 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.

General and administrative

General and administrative expenses increased

approximately $0.2 million, or 6%, for the year ended December 31, 2025, as compared to 2024.

The increase in general and administrative

expenses is primarily due to a $0.3 million increase in Delaware franchise tax cost and a $0.1 million increase in personnel related costs,

with was partially offset by a $0.2 million decrease in consulting expenses.

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 100%, for

year ended December 31, 2025, as compared to 2024.

The low sales and marketing expenses in 2025 are due to a reduction in spending in

all sales and marketing efforts.

Other income (expense)

Total other income (expense) decreased approximately

$0.7 million for the year ended December 31, 2025 as compared to 2024.

The decreases primarily related to the $0.8 million in interest

expense associated with the 2024 Bridge Note Financing.

Deemed dividend on warrant modification

Upon stockholder approval of the issuance of Class

C Warrants and Class D Warrants on August 21, 2024, the Class C Warrants, which had an initial exercise price of $392.00 per share of

common stock, were adjusted to be exercisable at an exercise price of $65.20 per share and the number of shares of common stock issuable

upon exercise was proportionately increased to 343,146 shares.

Concurrently, the number of shares of common stock issuable upon exercise

of the Class D Warrants increased to four shares per warrant for the remaining unexercised warrants.

In connection with the reset in the

exercise price and number of shares issuable pursuant to exercise of the Class C Warrants and Class D Warrants, we recorded a deemed dividend

of $13,223,053 based on the excess of the fair value of the modified Class C Warrants and Class D Warrants over the fair value of the

Class C Warrants and Class D Warrants before the modification, the effect of which was an increase in the net loss attributable to common

shareholders in the statement of operations for the year ended December 31, 2024.

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.

Cash proceeds provided by (used in):

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Financing activities

Net increase (decrease) in cash and cash equivalents

$ (7,906,474 )

cash used in operating activities

Net increase in cash and cash equivalents

Net cash used in operating activities

During 2025, we used approximately $6.1 million

3 unchanged sentences

capital during 2025.

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 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

Net cash used in investing activities

During 2025, we used approximately $0.2 million

in cash from investing activities, an approximately $0.1 million decrease from 2024.

The Company acquired less manufacturing equipment

for the development of the Symphony devices in 2025 and 2024.

Net cash provided by financing activities

During 2025, we generated approximately $7.1 million

in cash from financing activities, as compared to $10.2 million in 2024.

The decrease in net cash provided by financing activities was

primarily due to the proceeds from our private placements in April 2025 and October 2025 compared to our public offerings in January 2024

and June 2024.

Contractual Obligations

See 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.

Liquidity and Going Concern

The Company had cash and cash equivalents of $5,164,875

17 unchanged sentences

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 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.

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 expects that it will seek to raise

such additional capital through public or private equity offerings.

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

January 2024 Public Offering

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

offering (such transaction, the “January 2024 Offering”) (i) 336 shares of the Company’s common stock and (ii) prefunded

warrants to purchase up to an aggregate 1,346 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 1,682 shares of common stock at an exercise price

of $2,080.00 per share (the “January 2024 Warrants”).

The combined public offering price was $2,080.00 per share of common

stock and related January 2024 Warrant and $2,079.84 per January Prefunded Warrant and related January 2024 Warrant.

As 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.

Pursuant 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 117 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 $2,600.00, 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.

The 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.

May 2024 Bridge Note Financing

On 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

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%.

Under 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 362 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%.

Interest 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.

June 2024 Offering

On June 28, 2024, the Company sold in a public

offering ( the “June 2024 Offering”), (i) 2,888 common units (the “Common Units”), each consisting of one share

of common stock, two Class C Warrants and one Class D Warrant and (ii) 23,953 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.

(“Aegis” or, the “Underwriter”)

partially exercised its over-allotment option in respect to 3,393 Class C Warrants and 1,696 Class D Warrants (the “Over-Allotment

The Common Units were sold at a price of $326.00 per unit and the Prefunded Warrants were sold at a price of $325.98

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.

Pursuant 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.

The 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

April 2025 Private Placement

On April 7, 2025, the Company entered into inducement

letter agreements with certain existing holders of the Company’s Class C Warrants, pursuant to which such holders agreed to purchase

an aggregate of 271,277 shares of the Company’s common stock (or, to the extent the applicable holder would have exceeded a specified

beneficial ownership limitation, prefunding the future exercise of such warrants, other than a remaining $0.0004 per share exercise price).

The Class C Warrants were originally issued on June 28, 2024 for an exercise price of $392.00 per share and were subsequently reduced

to $65.20 per share pursuant to stockholder approval on August 21, 2024.

Pursuant to the inducement letter agreements, the applicable

holders agreed to exercise their Series C Warrants at a reduced exercise price of $13.68 per share, and to purchase an equivalent number

of new Class E Warrants for an additional $0.50 per share.

The Class E Warrants have an exercise price of $13.68 per share and expire

on April 8, 2030.

The transaction closed on April 8, 2025.

of the Class C Warrants resulted in the Company issuing 170,551 shares of common stock at closing pursuant to the inducement letters,

and the exercise price of 100,726 of the Class C Warrants being amended to 0.0004 per share.

As of December 31, all such reduced exercise

price Class C Warrants had been exercised.

The gross proceeds to the Company from the exercise

of the Class C Warrants and the sale of the new Class E Warrants were $3,846,692 million.

The Company incurred total offering costs of

$464,670, including a 10% financial advisory fee to Aegis Capital Corp.

The modification of the terms or conditions of

the Class C Warrants in this transaction is treated as an exchange of the original instrument for a new instrument.

Using the Black Scholes

option pricing model, the fair value of the Series C Warrants immediately prior to the inducement transaction was $479,299 and immediately

after the inducement transaction was $1,590,930.

In addition, Series E Warrants with a fair value of $1,730,652 were provided as part

of the inducement transaction for a purchase price of $135,638.

The Company recorded additional equity issuance costs of $2,706,645 related

to the modification of the Series C Warrants and issuance of Series E Warrants related to the inducement transaction.

As this equity issuance

cost was a non-cash transaction, the Company recorded an increase to additional paid-in capital to offset the expense.

October 2025 Private Placement

On October 9, 2025, the Company entered

into a securities purchase agreement with two institutional investors pursuant to which the Company sold in a private placement (i) an

aggregate of 43,750 shares of common stock and prefunded warrants to purchase up to 518,750 shares of common stock (the “October

2025 Prefunded Warrants”), and (ii) Series F warrants (the “Series F Warrants”) to purchase up to 1,125,000 shares of

common stock.

The combined price of the securities sold in the private placement was $8.00 per share of common stock (or prefunded warrant

in lieu thereof, in which case such price was reduced by $0.0004) and accompanying Series F Warrants to acquire two shares of common stock.

The October 2025 Prefunded Warrants, were exercisable for shares of common stock at an exercise price of $0.0004 per share and were immediately

exercisable, have all been fully exercised as of the date hereof.

The Series F Warrants are exercisable for shares of common stock at

an exercise price of $7.00 per share, are immediately exercisable and expire five and one-half years from the date of issuance.

The transaction closed on October 10, 2025.

gross proceeds to the Company from the sale of the securities sold in the private placement were approximately $4.5 million.

incurred total offering costs of $787,755, including a 8% financial advisory fee to Rodman and Renshaw LLC (“Rodman”), the

placement agent, of approximately $360,000.

Under the terms of the Company’s engagement letter with Rodman, the Company issue Rodman’s

designees warrants to purchase up to 45,000 of common stock at an exercise price of $10.00 per share, which expire 5.5 years from the

date of issuance (the “October 2025 Placement Agent Warrants”).

In connection with this private placement, the

Company filed a registration statement on Form S-3, which became effective on November 26, 2025, to register 1,732,500 shares of common

stock (including any shares of common stock issued in the future pursuant to the Series F Warrants or October 2025 Placement Agent Warrants)

for resale in public markets.

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.

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”).

Recently Adopted Accounting Standards

See Note 2 to consolidated financial statements

(under the caption “Recently Adopted 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 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.

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.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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-22.

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