What changed in this filing

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Item 1. Financial Statements

2024-08-13 compared with 2024-06-11 · 264 added, 179 removed, 331 unchanged (57% of the section changed)

18 unchanged sentences

Accrued expenses and other current liabilities

Deferred revenue

Lease liability

7 unchanged sentences

Series B Convertible Preferred Stock;

1,543,158 shares designated, 1,398,158 shares issued and

outstanding at March 31, 2024 and December 31, 2023, respectively

Preferred Stock, value

1,543,158 shares

designated, 1,398,158 shares issued and outstanding at June 30, 2024 and December 31, 2023

Common stock, $ 0.0001 par value;

75,000,000 shares authorized;

6,769,919 and 4,706,917 shares issued

and outstanding at March 31, 2024 and December 31, 2023, respectively

6,919,919 and 4,706,917 shares issued and

outstanding at June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

9 unchanged sentences

For the Three Months Ended

For the Six Months Ended

(As Restated)

Cost of goods sold

Operating Expenses:

5 unchanged sentences

( 3,116,551 )

( 6,578,059 )

( 8,895,649 )

Other (Income) Expense:

1 unchanged sentence

Gain on exchange of warrants

( 1,711,698 )

Change in fair value of derivative liabilities

Total Other (Income) Expense

Total Other Expense (Income)

$ ( 4,028,562 )

1 unchanged sentence

$ ( 6,251,817 )

$ ( 12,881,971 )

Net Loss Per Share - Basic and Diluted

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2024

For the Six Months Ended June 30, 2024

Series B Convertible

11 unchanged sentences

( 148,922,589 )

Common stock issued in connection with abeyance shares

Stock-based compensation:

( 4,028,562 )

For the Three Months Ended March 31, 2023

( 4,028,562 )

Balance - June 30, 2024

$ 163,735,564

$ ( 152,951,151 )

For the Six Months Ended June 30, 2023

Series B Convertible

Preferred Stock

(As Restated)

Balance - January 1, 2023 (as restated)

1 unchanged sentence

$ ( 136,281,630 )

$ 146,556,418

$ ( 136,281,630 )

Return and cancellation of shares in lieu of payroll tax withholding

7 unchanged sentences

$ ( 143,454,202 )

Balance value

$ 149,895,599

$ ( 143,454,202 )

Represents the aggregate fair value of 3,351,580 shares

of common stock, which includes 2,000,000 that have been issued and 1,351,580 shares held in abeyance.

Stockholders’ Equity - Warrant Exercise and Issuance and Note 6 - Fair Value Measurement for additional details.

Stock-based compensation:

Restricted share units

Issuance of common stock

Conversion of Series B preferred to common stock

Net loss (as restated)

( 5,709,399 )

Balance - June 30, 2023 (as restated)

$ 151,794,156

$ ( 149,163,601 )

Balance value

$ 151,794,156

$ ( 149,163,601 )

[1] Represents the

aggregate fair value of 3,351,580 shares of common stock, which includes 2,150,000 that have been issued and 1,201,580 shares held in

See Note 4 - Stockholders’ Equity - Warrant Exercise and Issuance and Note 6 - Fair Value Measurement for additional

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

(As Restated)

8 unchanged sentences

Gain on exchange of warrants

( 1,711,698 )

Change in fair value of derivative liabilities

4 unchanged sentences

Accrued expenses and other current liabilities

Deferred revenue

Lease liability

11 unchanged sentences

Cash Flows From Financing Activities:

Net proceeds from issuance of common stock in at-the-market offering

Proceeds from exchange and issuance of warrants, net [1]

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Non-cash investing and financing activities:

Accrued purchases of equipment

Issuance of common stock held in abeyance

Return and cancellation of shares in lieu of payroll tax withholding

[1] Includes gross proceeds of $ 8,123,391 , less issuance costs of $ 595,364 .

[1] Includes gross

proceeds of $ 8,123,391 , less issuance costs of $ 595,364 .

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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of Presentation

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and with the

instructions to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and disclosures

required by U.S.

GAAP for complete financial statements.

The December 31, 2023 consolidated balance sheet data were derived from

audited financial statements but do not include all disclosures required by U.S.

In the opinion of management, such statements

include all adjustments (consisting only of normal recurring items) that are considered necessary for a fair presentation of the

unaudited condensed consolidated financial statements of the Company as of March 31, 2024 and for the three months then ended.

results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full

year ending December 31, 2024 or any other period.

These unaudited condensed consolidated financial statements should be read in

conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2023 and

for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on June 11, 2024 as part

of the Company’s Amendment No.

1 to the Annual Report on Form 10-K/A (the “Form 10-K/A”), which includes the restatement of the Company’s consolidated financial statements,

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) for interim financial information and with the instructions to Form

10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and disclosures required by U.S.

complete financial statements.

The December 31, 2023 consolidated balance sheet data were derived from audited financial statements but

do not include all disclosures required by U.S.

In the opinion of management, such statements include all adjustments (consisting

only of normal recurring items) that are considered necessary for a fair presentation of the unaudited condensed consolidated financial

statements of the Company as of June 30, 2024 and for the three and six months then ended.

The results of operations for the three and

six months ended June 30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or

any other period.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated

financial statements and related disclosures of the Company as of December 31, 2023 and for the year then ended, which were filed with

the Securities and Exchange Commission (“SEC”) on June 11, 2024 as part of the Company’s Amendment No.

1 to the Annual

Report on Form 10-K/A (the “Form 10-K/A”), which includes the restatement of the Company’s consolidated financial statements,

including periods that are included in this Quarterly Report on Form 10-Q.

Refer to Note 2 – Summary of Significant Accounting Policies – Restatement of Previously Issued Consolidated

Financial Statements and Note 3 – Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements

in the Form 10-K/A for additional information

the three months ended March 31, 2024, the Company had a net loss of $ 2.2 million,

negative cash flows from operations of $ 2.3 million and working capital of $ 13.3 million.

Refer to Note 2 - Summary of Significant Accounting Policies

- Restatement of Previously Issued Consolidated Financial Statements and Note 3 - Restatement of Previously Issued Unaudited Interim

Condensed Consolidated Financial Statements in the Form 10-K/A for additional information.

the six months ended June 30, 2024, the Company had a net loss of $ 6.3 million, negative cash flows from operations of $ 4.2 million and

working capital of $ 9.7 million.

The Company’s operating activities consume the majority of its cash resources.

The Company anticipates that it will continue

to incur net losses and negative cash flows from operations as it executes its development plans for 2024 and beyond, as well as

other potential strategic and business development initiatives.

The Company anticipates

that it will continue to incur net losses and negative cash flows from operations as it executes its development plans for 2024 and beyond,

as well as other potential strategic and business development initiatives.

The Company has previously funded, and plans to continue funding,

these losses primarily through current cash on hand, investments in marketable securities and additional infusions of cash from

equity and debt financing.

During the three months ended March 31, 2024, the Company raised net proceeds of approximately $ 7.5 million

in connection with a warrant exercise program which is further discussed in Note 4 – Stockholders’ Equity.

these losses primarily through current cash on hand, investments in marketable securities and additional infusions of cash from equity

and debt financing.

During the six months ended June 30, 2024, the Company raised net proceeds of approximately $ 7.5 million in connection

with a warrant exercise program which is further discussed in Note 4 – Stockholders’ Equity.

on cash on hand and investments as of the date these unaudited condensed consolidated financial statements were issued, which includes

$ 7.5 million of net proceeds from the warrant exercise program, the Company believes it has sufficient cash to fund operations for

at least 12 months after the issuance date of these unaudited condensed consolidated financial statements.

$ 7.5 million of net proceeds from the warrant exercise program, the Company believes it has sufficient cash to fund operations for at

least 12 months after the issuance date of these unaudited condensed consolidated financial statements.

the Company’s current funds will not be sufficient to enable the Company to fully complete its development activities or attain

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2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Amendment No.

1 to the Annual Report on Form 10-K/A for the year ended December 31, 2023, there have been no material changes to the

Company’s significant accounting policies, except as disclosed in this note.

See Amendment

1 to the Annual Report on Form 10-K/A for the year ended December 31, 2023, for a complete listing of the

Company’s significant accounting policies.

Reclassifications

prior period statements of operations, changes in stockholders’ equity and cash flows amounts have been reclassified to conform to the Company’s fiscal 2024 presentation.

reclassifications have no impact on the Company’s previously reported net loss.

Concentrations

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial

The Company maintains deposits in its accounts that hold cash and cash equivalents in excess of the Federal Depository

Insurance Corporation (“FDIC”) coverage of $ 250,000

per banking institution.

prior period statements of operations, changes in stockholders’ equity and cash flows amounts have been reclassified to conform

to the Company’s fiscal 2024 presentation.

These reclassifications have no impact on the Company’s previously reported net

and Cash Equivalents

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution.

The Company maintains deposits in its accounts that hold cash and cash equivalents in excess of the Federal Depository Insurance Corporation

(“FDIC”) coverage of $ 250,000 per banking institution.

The Company had deposits in excess of FDIC coverage of $ 1,964,341

and $ 604,226 as of March 31,

2024 and December 31, 2023, respectively.

As of March 31, 2024, the Company has not experienced losses on this account.

royalties related to the Company’s sublicense comprised all of the Company’s revenue during the three months ended March

31, 2024 and 2023.

and $ 604,226 as of June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024, the Company has not experienced losses on

this account.

and Revenue Concentrations

of the Company’s contract service revenue is derived from one customer.

Additionally, all of the Company’s product sales

revenue is derived from one customer.

receivable are carried at their contractual amounts, less an estimate for credit losses.

As of June 30, 2024 and 2023, no allowances

for credit losses were determined to be necessary.

Management estimates the allowance for credit losses based on existing economic conditions,

the financial conditions of the customers, and the amount and age of past due accounts.

Receivables are considered past due if full payment

is not received by the contractual due date.

Past due accounts are generally written off against the allowance for credit losses only

after all collection attempts have been exhausted.

of June 30, 2024 and December 31, 2023, the Company had $ 80,700 and $ 0 of deferred revenue, respectively, from contracts with

The contract liabilities included in deferred revenue represent payments received from customers for which the Company had

not yet satisfied its performance obligation under the contract.

The Company expects to satisfy the remaining performance obligations

and recognize the revenue related to its deferred revenue balance within the next twelve months.

During the six months ended June 30,

2024, no revenues were recognized for performance obligations satisfied in previous periods.

Financial Instruments

Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded

at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes option pricing model to value the

derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether

such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Value of Financial Instruments

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of the assets or liabilities.

Company considers cash and cash equivalents, investments held in marketable securities, accounts receivable, accounts payable and

derivative liabilities to meet the definition of financial instruments.

As of March 31, 2024 and December 31, 2023, the carrying

amount of cash and cash equivalents, investments held in marketable securities, accounts receivable, and accounts payable

approximate their fair value due to the relatively short period of time between their origination and their expected realization or

The warrants classified as derivative liabilities are measured at fair value (see Note 6 – Fair Value

Measurement for additional details).

Company considers cash and cash equivalents, investments held in marketable securities, accounts receivable, accounts payable and derivative

liabilities to meet the definition of financial instruments.

As of June 30, 2024 and December 31, 2023, the carrying amount of cash and

cash equivalents, investments held in marketable securities, accounts receivable, and accounts payable approximate their fair value due

to the relatively short period of time between their origination and their expected realization or payment.

The warrants classified as

derivative liabilities are measured at fair value (see Note 6 – Fair Value Measurement for additional details).

Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts

with Customers” (“ASC 606”).

The core principle of ASC 606 requires that an entity recognize revenue to depict

the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to

be entitled in exchange for those goods or services.

ASC 606 defines a five-step process to achieve this core principle and,

in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying

performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating

the transaction price to each separate performance obligation.

The Company recognizes revenue primarily from the following different

types of contracts:

sales - Revenue is recognized at the point in time the customer obtains control of the goods and the Company satisfies its

performance obligation.

Royalty revenue - Revenue is recognized as a usage-based royalty from customers’ usage of intellectual property pursuant to a license agreement at

the point in time in which the underlying sale occurs.

Company recognizes bill-and-hold revenue from its sale of cosmetic vials warehoused at a Company location for a specified period of

time in accordance with directions received from the Company’s customer.

Even though the vials are held at a Company location,

a sale is recognized at the point in time when the customer obtains control of the product.

Control is transferred to the customer

in a bill-and-hold arrangement when:

(i) customer acceptance specifications have been met, (ii) legal title has transferred, (iii)

the customer has a present obligation to pay for the product and (iv) the risks and rewards of ownership have transferred to the

Additionally, all the following bill-and-hold criteria have to be met in order for control to be transferred to the

reason for the bill-and-hold arrangement is substantive

customer has requested the product be warehoused

product has been identified as separately belonging to the customer

product is currently ready for physical transfer to the customer

Company does not have the ability to use the product or direct it to another customer.

following table summarizes the Company’s revenue recognized in its unaudited condensed consolidated statements of

OF REVENUE RECOGNIZED

For the Three Months Ended

For the Six Months Ended

Product revenue

Royalty revenue

Loss Per Common Share

loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the

loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year.

All outstanding options and warrants are considered potential common stock.

The Company has 1,351,580

shares held in abeyance included in basic loss per share given that they are issuable for no additional consideration (see Note 4

– Stockholders’ Equity for additional details).

The dilutive effect, if any, of stock options and warrants are

calculated using the treasury stock method.

All outstanding convertible preferred stock is considered common stock at the beginning

of the period or at the time of issuance, if later, pursuant to the if-converted method.

Since the effect of common stock

equivalents is anti-dilutive with respect to losses, options, warrants, restricted stock units (“RSUs”) and convertible

preferred stock have been excluded from the Company’s computation of diluted net loss per common share for the three months

ended March 31, 2024 and 2023.

The Company has 1,201,580 shares held in abeyance included

in basic loss per share given that they are issuable for no additional consideration (see Note 4 – Stockholders’ Equity for

additional details).

The dilutive effect, if any, of stock options and warrants are calculated using the treasury stock method.

All outstanding

convertible preferred stock is considered common stock at the beginning of the period or at the time of issuance, if later, pursuant

to the if-converted method.

Since the effect of common stock equivalents is anti-dilutive with respect to losses, options, warrants,

restricted stock units (“RSUs”) and convertible preferred stock have been excluded from the Company’s computation of

diluted net loss per common share for the three and six months ended June 30, 2024 and 2023.

following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these

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OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES

For the Three Months Ended

For the Three and Six Months Ended

Stock options

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November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07,

2023-07, Improvements to Reportable Segments Disclosures (Topic 280), which updates reportable segment disclosure requirements,

primarily through enhanced disclosures about significant (“ASU 2023-07”) segment expenses on both an annual and interim

The guidance becomes effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years

beginning after December 15, 2024, with early adoption permitted.

Since this new ASU addresses only disclosures, the Company does

not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows.

The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07.

Improvements to Reportable Segments Disclosures (Topic 280), which updates reportable segment disclosure requirements, primarily through

enhanced disclosures about significant (“ASU 2023-07”) segment expenses on both an annual and interim basis.

becomes effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

Since this new ASU addresses only disclosures, the Company does not expect the adoption of this

ASU to have any material effects on its financial condition, results of operations or cash flows.

The Company is currently evaluating

any new disclosures that may be required upon adoption of ASU 2023-07.

December 2023, the FASB issued ASU No.

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Improvements to Income Tax Disclosures,” (“ASU

The amendments in ASU 2023-09 are designed to enhance

the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate

reconciliation, and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after

December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of this update on its condensed

consolidated financial statements and related disclosures.

The amendments in ASU 2023-09 are designed to enhance the transparency of income tax disclosures by requiring consistent

categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently

evaluating the impact of this update on its consolidated financial statements and related disclosures.

3 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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February 6, 2024, the Company entered into agreements with certain holders of its existing warrants exercisable for an aggregate of 3,351,580

shares of its Common Stock (collectively, the “Existing Warrants”), to exercise their warrants at a reduced exercise

price of $ 2.33

per share, in exchange for the issuance of new warrants (the “New Warrants”) as described below (the “Warrant

shares of its Common Stock (collectively, the “Existing Warrants”), to exercise their warrants at a reduced exercise price

of $ 2.33 per share, in exchange for the issuance of new warrants (the “New Warrants”) as described below (the “Warrant

Exercise and Issuance”).

The aggregate gross proceeds from the exercise of the Existing Warrants and the payment of the New

Warrants, as described below, was approximately $ 8.1

million, before deducting cash issuance costs in the amount of $ 595,364 .

The reduction of the exercise price of the Existing Warrants and the issuance of the New Warrants was structured as an at-market

transaction under Nasdaq rules.

Of the 3,351,580

shares of Common Stock issuable upon the exercise of the Existing Warrants, through March 31, 2024, the Company had issued an

aggregate of 2,000,000

shares of Common Stock.

The remaining 1,351,580

shares of Common Stock, which are issuable to Auctus, are being held in abeyance due to Auctus’ maximum beneficial ownership

limitation (the “Abeyance Shares”).

Such Abeyance Shares have been fully paid for and are issuable upon notice from

Auctus to the Company.

The aggregate gross proceeds from the exercise of the Existing Warrants and the payment of the New Warrants,

as described below, was approximately $ 8.1 million, before deducting cash issuance costs in the amount of $ 595,364 .

The reduction of

the exercise price of the Existing Warrants and the issuance of the New Warrants was structured as an at-market transaction under Nasdaq

Of the 3,351,580 shares of Common Stock issuable upon the exercise of the Existing Warrants, through June 30, 2024, the Company

had issued an aggregate of 2,150,000 shares of Common Stock.

The remaining 1,201,580 shares of Common Stock, which are issuable to Auctus

Fund, LLC (“Auctus”), are being held in abeyance due to Auctus’ maximum beneficial ownership limitation (the

“Abeyance Shares”) .

Such Abeyance Shares have been fully paid for and are issuable upon notice from Auctus to the

consideration for the immediate exercise of the Existing Warrants for cash and the payment of $ 0.125 per share underlying the New Warrants,

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connection with the transaction described above, the Company entered into a financial advisory services agreement, dated February 5,

2024, with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company paid Roth a cash fee of approximately $ 528,000

2024, with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company has paid Roth a cash fee of approximately $ 528,000

for its services, in addition to reimbursement for certain expense.

During the three months ended March 31, 2024, the Company incurred an aggregate of $ 595,364 of cash issuance

costs related to the Warrant Exercise and Issuance.

Prior to the Warrant

Exercise and Issuance, the Existing Warrants were classified as derivative liabilities.

Additionally, the Company analyzed the form

of the New Warrants and determined that they should be classified as derivative liabilities in

During the six months ended June 30, 2024, the Company incurred an

aggregate of $ 595,364 of cash issuance costs related to the Warrant Exercise and Issuance.

to the Warrant Exercise and Issuance, the Existing Warrants were classified as derivative liabilities.

Additionally, the Company analyzed

the form of the New Warrants and determined that they should be classified as derivative liabilities in

accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity.

Under the New Warrants, the

Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the New

Warrants and not result in a change of control of the Company.

As a result, such New Warrants do not meet the criteria for equity

Additionally, certain New Warrants contain adjustments to the settlement amount based on a variable that is not an input

to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40 and, accordingly, such New Warrants are not

considered indexed to the Company’s own stock and are not eligible for an exception from derivative accounting.

Note 6 – Fair Value Measurement for details regarding the valuation of the Existing Warrants and the New

Company determined the Warrant Exercise and Issuance to be an exchange of (a) Existing

Warrants with a fair value of $ 1,115,334

and cash consideration of $ 8,123,392

(consisting of $ 7,809,181 paid to exercise the Existing Warrants and $ 314,211 paid for the New Warrants) for (b) 3,351,580

shares of common stock with a fair value of $ 4,742,244 ,

New Warrants with a fair value of $ 2,189,420

and cash issuance costs of $ 595,364 .

Accordingly, the Company estimated the fair value of each of the components and, as a result, recorded a gain on exchange of warrants of

during the three months ended March 31, 2024.

See Note 6 – Fair

Value Measurement for details regarding the Company’s estimated fair value of the New Warrants.

Under the New Warrants, the Company

does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the New Warrants and

not result in a change of control of the Company.

As a result, such New Warrants do not meet the criteria for equity treatment.

Additionally,

certain New Warrants contain adjustments to the settlement amount based on a variable that is not an input to the fair value of a “fixed-for-fixed”

option as defined under ASC 815-40 and, accordingly, such New Warrants are not considered indexed to the Company’s own stock and

are not eligible for an exception from derivative accounting.

See Note 6 – Fair Value Measurement

for details regarding the valuation of the Existing Warrants and New Warrants.

Company determined the Warrant Exercise and

Issuance to be an exchange by investors of Existing Warrants with an aggregate fair value of

along with aggregate cash consideration of $ 8,123,392

(consisting of $ 7,809,181 paid to exercise the Existing Warrants and $ 314,211 paid for the New Warrants) for an aggregate

shares of common stock with an aggregate fair value of $ 4,742,244 ,

New Warrants with an aggregate fair value of $ 2,189,420

and aggregate cash issuance costs of $ 595,364

and, accordingly, the Company recorded a gain on extinguishment of $ 1,711,698

during the six months ended June 30, 2024.

Note 6 – Fair Value of Financial Instruments for details regarding the valuation of the New Warrants.

summary of the Company’s warrant activity and related information follows:

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( 3,351,580 )

Outstanding, March 31, 2024

Exercisable, March 31, 2024

of March 31, 2024, the warrants exercisable and outstanding had an intrinsic value of $ 0 and a weighted average remaining life of approximately

Outstanding, June 30, 2024

Exercisable, June 30, 2024

of June 30, 2024, the warrants exercisable and outstanding had an intrinsic value of $ 0 .

February 13, 2024, the Company granted options to purchase an aggregate 1,934,716 shares of the Company’s Common Stock at an exercise

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OF STOCK OPTION GRANTED ASSUMPTIONS

For the Three Months Ended

For the Six Months Ended

Risk free interest rate

4.14 - 4.30 %

Expected term (years)

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Expected dividends

granted during the three months ended March 31, 2024 and 2023 had a weighted average grant date fair value per share of $ 1.11 and $ 2.77

granted during the six months ended June 30, 2024 and 2023 had a weighted average grant date fair value per share of $ 1.11 and $ 2.77

per share, respectively.

summary of the stock option activity during the three months ended March 31, 2024 is presented below:

There were no stock options granted during the three months ended June 30, 2024 and 2023.

summary of the stock option activity during the six months ended June 30, 2024 is presented below:

OF STOCK OPTION ACTIVITY

January 1, 2024

March 31, 2024

Outstanding, January 1, 2024

Outstanding, June 30, 2024

Exercisable, June 30, 2024

Stock Units (“RSUs”)

to the Company’s 2021 Stock Incentive Plan (the “2021 Plan”), the Company may grant RSUs to employees, consultants

5 unchanged sentences

such share in cash) for each vested and nonforfeitable RSU.

summary of the Company’s unvested RSUs as of March 31, 2024 is as follows:

summary of the Company’s unvested RSUs as of June 30, 2024 is as follows:

OF UNVESTED RESTRICTED STOCK UNITS

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Non-vested at January 1, 2024

Non-vested at March 31, 2024

Non-vested at June 30, 2024

Compensation Expense

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SCHEDULE OF STOCK OPTION EXPENSE

Weighted Average

For the Three Months Ended

For the Six Months Ended

Unrecognized at

Weighted Average Remaining

Amortization Period

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For the Three Months Ended

For the Six Months Ended

Company is a party to a lease for 6,800 square feet of space located in Melville, New York (the “Melville Lease”) with respect

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OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION

For the Three Months Ended

For the Six Months Ended

Operating lease cost (cost resulting from lease payments)

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Non-current liabilities - operating lease liabilities

minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases as of March 31, 2024:

minimum payments under non-cancellable leases for operating leases for the remaining terms of the leases as of June 30, 2024:

OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES

4 unchanged sentences

6 – FAIR VALUE MEASUREMENT

February 8, 2024, in connection with the Warrant Exercise and Issuance , the Company

estimated the aggregate fair value of the Existing Warrants (see Note 4 – Stockholders’ Equity for details) to be $ 1,115,334

using the Black-Scholes option pricing model (Level 3 inputs) and, accordingly, recognized a loss on the change in fair value of

derivative liabilities of $ 12,999

during the three months ended March 31, 2024.

February 8, 2024, in connection with the Warrant Exercise and Issuance, the Company estimated the aggregate fair value of the Existing

Warrants (see Note 4 - Stockholders’ Equity for details) to be $ 1,115,334 using the Black-Scholes option pricing model (Level 3

The following table shows the detail of the valuation assumptions used:

6 unchanged sentences

Expected dividends

On February 8, 2024, the

Company estimated the aggregate issuance date fair value of the derivative liability related to the New Warrants (see Note 4 –

Stockholders’ Equity for details) as $ 2,189,420

using the Black-Scholes option pricing model (Level 3 inputs).

The following table shows the detail of the valuation assumptions used:

February 8, 2024, the Company estimated the aggregate issuance date fair value of the derivative liability related to the New Warrants

(see Note 4 - Stockholders’ Equity for details) as $ 2,189,420 using the Black-Scholes option pricing model (Level 3 inputs).

following table shows the detail of the valuation assumptions used:

February 8, 2024

3 unchanged sentences

Expected dividends

On March 31, 2024, the Company estimated the aggregate fair value of warrants that are accounted for as derivative

liabilities to be $ 2,755,358 using the Black-Scholes option price model (Level 3 inputs) and, accordingly, recognized a loss on the change

in fair value of these derivative liabilities of $ 124,320 during the three months ended March 31, 2024.

The following table shows the

detail of the valuation assumptions used:

March 31, 2024

June 30, 2024, the Company estimated the aggregate fair value of warrants that are accounted for as derivative liabilities to be $ 4,491,969

using the Black-Scholes option price model (Level 3 inputs) and, accordingly, recognized a loss on the change in fair value of these

derivative liabilities of $ 1,873,930 during the six months ended June 30, 2024.

The following table shows the detail of the valuation

assumptions used:

June 30, 2024

Risk free interest rate

2 unchanged sentences

Expected volatility

103 % - 106 %

Expected dividends

The following

table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring basis

during the three months ended March 31, 2024:

following table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring

basis during the six months ended June 30, 2024:

OF FAIR VALUE MEASURED ON RECURRING BASIS

4 unchanged sentences

Change in fair value of derivative liability

Balance, March 31, 2024

Assets and liabilities measured

at fair value on a recurring basis are as follows:

Balance, June 30, 2024

and liabilities measured at fair value on a recurring basis are as follows:

OF FAIR VALUE RECURRING BASIS

4 unchanged sentences

Total Fair Value

Marketable securities as of March 31, 2024

Marketable securities as of June 30, 2024

Marketable securities as of December 31, 2023

Derivative liabilities as of March 31, 2024

Marketable securities as of June 30, 2024

Derivative liabilities as of December 31, 2023 (as restated)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements