What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-13 · 209 added, 152 removed, 443 unchanged (45% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

(As Restated)

4 unchanged sentences

Prepaid expenses and other current assets

Deferred offering costs

Total Current Assets

2 unchanged sentences

Intangible assets, net

Deferred offering costs

Liabilities and Stockholders’ Equity

2 unchanged sentences

Accrued expenses and other current liabilities

Deferred revenue

Lease liability

Derivative liabilities

Warrant liabilities

Total Current Liabilities

6 unchanged sentences

1,543,158 shares

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

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

Common stock, $ 0.0001 par value;

75,000,000 shares authorized;

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

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

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

September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

9 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

(As Restated)

14 unchanged sentences

( 1,711,698 )

Change in fair value of derivative liabilities

Total Other Expense (Income)

Change in fair value of warrant liabilities

( 1,036,464 )

1 unchanged sentence

( 3,476,556 )

Total Other (Income) Expense

( 1,195,577 )

Net Loss Per Share - Basic and Diluted

Weighted Average Common Shares Outstanding - Basic and

( 7,872,704 )

( 1,521,819 )

( 3,886,382 )

Net (Loss) Income

$ ( 1,091,416 )

$ ( 7,343,233 )

$ ( 8,113,710 )

Net (Loss) Income Per Share - Basic

Net (Loss) Income Per Share - Diluted

Weighted Average Common Shares Outstanding - Basic

Weighted Average Common Shares Outstanding - Diluted

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Series B Convertible

7 unchanged sentences

Restricted share units

Net loss (as restated)

( 2,223,255 )

2 unchanged sentences

$ 163,411,257

$ ( 148,922,589 )

Common stock issued in connection with abeyance shares

5 unchanged sentences

$ ( 152,951,151 )

For the Six Months Ended June 30, 2023

Stock-based compensation:

( 1,091,416 )

Balance - September 30, 2024

$ 164,019,809

$ ( 154,042,567 )

For the Nine Months Ended September 30, 2023

Series B Convertible

15 unchanged sentences

$ ( 143,454,202 )

Balance value

$ 149,895,599

$ ( 143,454,202 )

Stock-based compensation:

8 unchanged sentences

$ ( 149,163,601 )

Balance value

$ 151,794,156

$ ( 149,163,601 )

Stock-based compensation:

Restricted share units

Issuance of common stock

Net income (as restated)

Net income (loss) (as restated)

Balance - September 30, 2023 (as restated)

$ 155,141,781

$ ( 144,395,340 )

$ 155,141,781

$ ( 144,395,340 )

[1] Represents the

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CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

(As Restated)

9 unchanged sentences

( 1,711,698 )

Change in fair value of derivative liabilities

Change in fair value of warrant liabilities

( 3,476,556 )

Changes in operating assets and liabilities:

3 unchanged sentences

Accrued expenses and other current liabilities

Deferred revenue

Lease liability

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

Net proceeds from issuance of common stock in direct-offering

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

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

BIORESTORATIVE

THERAPIES, INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND LIQUIDITY

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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 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.

statements of the Company as of September 30, 2024 and for the three and nine months then ended.

The results of operations for the three

and nine months ended September 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.

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 nine months ended September 30, 2024, the Company had a net loss of $ 7.3

million, negative cash flows from operations of $ 5.9

million and working capital of $ 8.9

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 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 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.

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 nine months ended September 30, 2024, the Company raised net proceeds of approximately

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

November 6, 2024, the Company entered into an at-the-market offering agreement pursuant

to which the Company has an ability to issue and sell shares of its common stock

up to an aggregate offering price of $ 3,614,170 .

See Note 7 – Subsequent Events for additional details.

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

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2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Amendment No.

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

2 unchanged sentences

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

(loss) income.

and Cash Equivalents

3 unchanged sentences

The Company had deposits in excess of FDIC coverage of $ 1,220,350

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

As of September 30, 2024, the Company has not experienced

losses on this account.

and Revenue Concentrations

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

As of June 30, 2024 and 2023, no allowances

As of September 30, 2024 and 2023, no allowances

for credit losses were determined to be necessary.

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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.

Contract Costs

Company defers costs associated with fulfilling its contracts if those costs meet all of the following criteria:

(i) the costs relate

directly to a contract, (ii) the costs generate or enhance resources of the Company that will be used in satisfying performance obligations

in the future, and (iii) the costs are expected to be recovered.

Deferred contract costs are recognized as cost of revenues in the period

when the related revenue is recognized.

Deferred contract costs consist of consumables and labor costs and are included in prepaid and

other current assets in the unaudited condensed consolidated balance sheets.

The Company had $ 8,333 and $ 0 deferred contract costs as

of September 30, 2024 and December 31, 2023, respectively.

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

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

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).

As of September 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 warrant 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

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

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 customer.

Additionally, all the

following bill-and-hold criteria have to be met in order for control to be transferred to the customer:

reason for the bill-and-hold arrangement is substantive

3 unchanged sentences

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

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

OF REVENUE RECOGNIZED

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

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 year.

(Loss) Income Per Common Share

(loss) income per share is computed by dividing net (loss) income 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 1,201,580 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 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.

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) income per common share for the three months ended September 30, 2024 and the nine months ended September 30, 2024

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 and Six Months Ended

For the Three Months Ended

For the Nine Months Ended

September 30,

Stock options

3 unchanged sentences

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

“Improvements to Reportable Segments Disclosures (Topic 280)” (“ASU 2023-07”), which updates reportable segment disclosure requirements, primarily through

enhanced disclosures about significant 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

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

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement

- Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,”

(“ASU 2024-03”), which is intended to require more detailed disclosures about specified categories of expenses (including

employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after

December 15, 2027, with early adoption permitted.

The amendments may be applied either (1) prospectively to financial statements issued

for reporting periods after the effective date of ASU 2024-03 or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the potential impact of this update on its consolidated financial statements and related disclosures.

3 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

1 unchanged sentence

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

September 30,

Accrued bonuses

2 unchanged sentences

4 - STOCKHOLDERS’ EQUITY

Stock Incentive Plan

July 23, 2024, the Company’s Board of Directors approved an amendment to the Company’s 2021 Stock Incentive Plan (the “2021

Plan”) to increase the number of shares of common stock authorized to be issued under the 2021 Plan from 3,850,000 to 6,850,000 .

On September 19, 2024, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting,

the Company’s stockholders approved the amendment to the 2021 Plan to increase such number of authorized shares.

Exercise and Issuance

7 unchanged sentences

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

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

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

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

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.

During the nine months ended September 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.

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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.

Company determined the Warrant Exercise and Issuance

to be an exchange by investors of Existing Warrants with an aggregate fair value of $ 1,115,334

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 of 3,351,580 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 nine months ended September 30, 2024.

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

3 unchanged sentences

( 3,351,580 )

Outstanding, June 30, 2024

Exercisable, June 30, 2024

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

Outstanding, September 30, 2024

Exercisable, September 30, 2024

of September 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

7 unchanged sentences

OF STOCK OPTION GRANTED ASSUMPTIONS

For the Six Months Ended

For the Nine Months Ended

September 30,

Risk free interest rate

3 unchanged sentences

Expected dividends

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

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

Options granted during the nine months ended

September 30, 2024 and 2023 had a weighted average grant date fair value per share of $ 1.11 and

$ 2.77 per share, respectively.

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:

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

OF STOCK OPTION ACTIVITY

Outstanding, January 1, 2024

Outstanding, June 30, 2024

Exercisable, June 30, 2024

Outstanding, September 30, 2024

Exercisable, September 30, 2024

Stock Units (“RSUs”)

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

or non-employee directors (“Eligible Individuals”).

The number, terms and conditions of the RSUs that are granted to Eligible

Individuals are determined on an individual basis by the 2021 Plan administrator.

On the distribution date, the Company shall issue to

the Eligible Individual one unrestricted, fully transferable share of the Company’s common stock (or the fair market value of one

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

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

to the 2021 Plan, the Company may grant RSUs to employees, consultants or non-employee directors (“Eligible Individuals”).

The number, terms and conditions of the RSUs that are granted to Eligible Individuals are determined on an individual basis by the 2021

Plan administrator.

On the distribution date, the Company shall issue to the Eligible Individual one unrestricted, fully transferable

share of the Company’s common stock (or the fair market value of one such share in cash) for each vested and nonforfeitable RSU.

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

OF UNVESTED RESTRICTED STOCK UNITS

1 unchanged sentence

Non-vested at January 1, 2024

Non-vested at June 30, 2024

Non-vested at September 30, 2024

Compensation Expense

1 unchanged sentence

SCHEDULE OF STOCK OPTION EXPENSE

Weighted Average

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Unrecognized at

Amortization Period

Weighted Average Remaining Amortization

September 30,

General and administrative

2 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

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 Six Months Ended

For the Nine Months Ended

September 30,

Operating lease cost (cost resulting from lease payments)

5 unchanged sentences

Non-current liabilities - operating lease liabilities

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

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

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

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Expected dividends

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).

February 8, 2024, the Company estimated the aggregate issuance date fair value of the warrant 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:

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Expected dividends

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

September 30, 2024, the Company estimated the aggregate fair value of warrants that are accounted for as warrant liabilities to be $ 3,455,505

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.

warrant liabilities of $ 837,466 during the nine months ended September 30, 2024.

The following table shows the detail of the valuation

assumptions used:

June 30, 2024

September 30, 2024

Risk free interest rate

2 unchanged sentences

Expected volatility

103 % - 106 %

Expected dividends

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:

basis during the nine months ended September 30, 2024:

OF FAIR VALUE MEASURED ON RECURRING BASIS

3 unchanged sentences

( 1,115,334 )

Change in fair value of derivative liability

Balance, June 30, 2024

Change in fair value of warrant liability

Balance, September 30, 2024

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

5 unchanged sentences

Total Fair Value

Marketable securities as of June 30, 2024

Marketable securities as of September 30, 2024

Marketable securities as of December 31, 2023

Marketable securities as of June 30, 2024

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

Warrant liabilities as of September 30, 2024

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

7 – SUBSEQUENT EVENTS

November 6, 2024, the Company entered into an at-the-market offering agreement pursuant to which the Company has an ability to issue

and sell shares of its common stock up to an aggregate offering price of $ 3,614,170 .

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