What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-12 compared with 2025-08-12 · 239 added, 170 removed, 426 unchanged (49% of the section changed)

Financial Statements

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED BALANCE SHEETS

BIORESTORATIVE THERAPIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets:

13 unchanged sentences

Total Current Liabilities

Total Liabilities

Commitments and contingencies

3 unchanged sentences

Series B Convertible Preferred Stock;

1,543,158 shares

designated, 1,398,158 shares issued and outstanding at June 30, 2025 and December 31, 2024

1,543,158 shares designated, 1,398,158 shares issued and outstanding at September 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

75,000,000 shares authorized;

7,978,117 and 6,919,919 shares issued and outstanding at June 30,

2025 and December 31, 2024, respectively

7,978,117 and

6,919,919 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

4 unchanged sentences

Total Liabilities and Stockholders’ Equity

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

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

BIORESTORATIVE THERAPIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Cost of goods sold

12 unchanged sentences

Change in fair value of warrant liabilities

( 1,736,611 )

( 1,873,930 )

Total Other (Expense) Income

( 1,559,755 )

Total Other Income

$ ( 3,038,277 )

3 unchanged sentences

Net Loss Per Share - Basic and Diluted

Weighted Average Common Shares Outstanding - Basic and Diluted

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

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2025

Weighted Average Common Shares Outstanding - Basic and

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

BIORESTORATIVE THERAPIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2025

Series B Convertible

13 unchanged sentences

$ 167,148,523

$ ( 161,018,514 )

Issuance and sale of common stock, net of issuance costs [2]

5 unchanged sentences

$ ( 163,674,777 )

For the Six Months Ended June 30, 2024

Stock-based compensation:

( 3,038,277 )

Balance - September 30, 2025

$ 168,905,254

$ ( 166,713,054 )

For the Nine Months Ended September 30, 2024

Series B Convertible

21 unchanged sentences

$ ( 152,951,151 )

Stock-based compensation:

( 1,091,416 )

Balance -September 30, 2024

$ 164,019,809

$ ( 154,042,567 )

$ 164,019,809

$ ( 154,042,567 )

[1] Represents the

11 unchanged sentences

- Warrant Exercise and Issuance and Note 5 - Fair Value Measurement for additional details.

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

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

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

BIORESTORATIVE THERAPIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

Cash Flows From Operating Activities:

14 unchanged sentences

Accrued expenses and other current liabilities

Deferred revenue

Lease liability

26 unchanged sentences

Reclassification of deferred offering costs

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

Deferred offering costs included in accounts payable

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

BIORESTORATIVE

29 unchanged sentences

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

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.

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 September 30, 2025 and for the three and nine months then ended.

The results of operations for the three and nine months ended

September 30, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 or any other period.

The December 31, 2024 consolidated balance sheet data were derived from audited financial statements but do not include all disclosures

required by U.S.

GAAP for complete financial statements.

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, 2025 and for the three and six months then ended.

The results of

operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full

year ending December 31, 2025 or any other period.

The December 31, 2024 consolidated balance

sheet data were derived from audited financial statements but do not include all disclosures required by U.S.

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, 2024 and for the year then ended, which were filed with the

Securities and Exchange Commission (“SEC”) on March 28, 2025 (the “Form 10-K”).

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, 2024 and for the year then ended, which were filed with

the Securities and Exchange Commission (“SEC”) on March 28, 2025 (the “Form 10-K”).

accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue as

a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business.

For the six months

ended June 30, 2025, the Company had a net loss of $ 8.0 million, and negative cash flows from operations of $ 5.5 million, and as of June

30, 2025, the Company had working capital of $ 3.9 million.

The Company anticipates that it will continue to incur net losses and negative

cash flows from operations as it executes its development plans during 2025 and beyond, as well as other potential strategic and business

development initiatives.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for

at least twelve months after the issuance date of these financial statements.

For the nine months

ended September 30, 2025, the Company had a net loss of $ 11.0 million, and negative cash flows from operations of $ 8.4 million, and as

of September 30, 2025, the Company had working capital of $ 1.3 million.

The Company anticipates that it will continue to incur net losses

and negative cash flows from operations as it executes its development plans during 2025 and beyond, as well as other potential strategic

and business development initiatives.

These conditions raise substantial doubt about the Company’s ability to continue as a going

concern for at least twelve months after the issuance date of these financial statements.

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, 2025, the Company sold

965,424 shares of its common stock under its at-the-market offering agreement (the “2024 ATM”) with Rodman & Renshaw

During the nine months ended September 30, 2025, the Company

sold 965,424 shares of its common stock under its at-the-market offering agreement (the “2024 ATM”) with Rodman & Renshaw

LLC (“Rodman”) and raised approximately $ 2.0 million of gross proceeds.

On October 8, 2025, the Company closed on the sale

of an aggregate of 678,125 shares of its common stock for aggregate gross proceeds of approximately $ 1.1 million.

Concurrently, the Company

issued to the investors warrants to purchase an aggregate of 508,592 shares of its common stock at an exercise price of $ 2.75 per share.

See Note 6 – Subsequent Events for additional details.

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

11 unchanged sentences

Reclassifications

Certain prior period statements of operations amounts have been reclassified

to conform to the Company’s fiscal 2025 presentation.

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

prior period statements of operations amounts have been reclassified to conform to the Company’s fiscal 2025 presentation.

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

and Cash Equivalents

2 unchanged sentences

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

The Company had deposits in excess of FDIC coverage of $ 1,236,484

and $ 252,801 as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the Company has not experienced losses on

this account.

The Company had deposits in excess of FDIC coverage of $ 290,180 and

$ 252,801 as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025, the Company has not experienced losses

on this account.

Held in Marketable Securities

of June 30, 2025 and December 31, 2024, investments held in marketable securities consists of U.S.

Treasury securities held in a trust

The Company’s investments held in the trust account are presented on the unaudited condensed consolidated balance sheets

at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included

in interest income in the accompanying unaudited condensed consolidated statements of operations.

of September 30, 2025 and December 31, 2024, investments held in marketable securities consists of U.S.

Treasury securities held in a

trust account.

The Company’s investments held in the trust account are presented on the unaudited condensed consolidated balance

sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities

are included in interest income in the accompanying unaudited condensed consolidated statements of operations.

and Revenue Concentrations

3 unchanged sentences

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

As of September

30, 2025 and December 31, 2024, no allowances for credit losses were determined to be necessary.

14 unchanged sentences

The Company had $ 7,491 and $ 10,250 deferred contract costs

as of June 30, 2025 and December 31, 2024, respectively.

as of September 30, 2025 and December 31, 2024, respectively.

Offering Costs

5 unchanged sentences

charged to general and administrative expense in the unaudited condensed consolidated financial statements.

The Company had $ 69,066 and

$ 148,697 of deferred offering costs as of September 30, 2025 and December 31, 2024, respectively.

Financial Instruments

18 unchanged sentences

liabilities to meet the definition of financial instruments.

As of June 30, 2025 and December

31, 2024, 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

The warrant liabilities are measured at fair value (see Note 5 – Fair Value Measurement for additional details).

As of September 30, 2025 and

December 31, 2024, 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 5 – Fair Value Measurement for additional

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

9 unchanged sentences

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

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.

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

8 unchanged sentences

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

for the bill-and-hold arrangement is substantive

the customer has requested

the product be warehoused

the product has been identified

as separately belonging to the customer

the product is currently

ready for physical transfer to the customer

the Company does not have

the ability to use the product or direct it to another customer.

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 operations:

OF REVENUE RECOGNIZED

For the Three

For the Three Months Ended

For the Nine Months Ended

September 30,

Product revenue

3 unchanged sentences

All outstanding options and warrants are considered potential common stock.

For the three and six months ended June 30, 2025 and 2024,

the Company had 1,138,055 and 1,201,580 shares, respectively, 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, 2025 and 2024.

For the three and nine months ended September

30, 2025, the Company had 1,138,055 shares held in abeyance included in basic loss per share given that they are issuable for no additional

consideration.

For the three and nine months ended September 30, 2024, the Company had 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 nine months ended September

30, 2025 and 2024.

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

2 unchanged sentences

OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES

For the Three and Six Months Ended

For the Three and Nine Months Ended

September 30,

Stock options

18 unchanged sentences

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

The amendments in ASU 2023-09 should be applied on a prospective basis.

The amendments in ASU 2023-09

should be applied on a prospective basis.

Retrospective application is permitted.

The Company is currently

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

The Company is currently evaluating the impact of this

update on its consolidated financial statements and related disclosures.

November 2024, the FASB issued ASU No.

13 unchanged sentences

corporate income tax law, including but not limited to:

permanent 100% bonus depreciation

for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business

interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility

of executive compensation under IRC Section 162(m).

Most provisions are effective for tax years beginning after December 31, 2024, with

certain transition rules and exceptions.

Company is currently evaluating the impact of the Tax Reform Act of 2025 on its unaudited condensed consolidated financial

The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and

future tax expense, will be reflected in the period of enactment and in future periods as additional guidance is issued and the

Company completes its analysis.

permanent 100% bonus

depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the

limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and

expanded limitations on the deductibility of executive compensation under IRC Section 162(m).

Most provisions are effective for tax

years beginning after December 31, 2024, with certain transition rules and exceptions.

The Company does not expect the

enactment of the Tax Reform Act of 2025 to have a material impact on its consolidated financial statements.

3 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

1 unchanged sentence

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

September 30 ,

Accrued bonuses

16 unchanged sentences

Shares to 1,138,055 .

As of June 30, 2025, the Company had issued an aggregate of 2,213,525 shares of Common Stock.

Such Abeyance Shares

have been fully paid for and are issuable upon notice from Auctus to the Company.

As of September 30, 2025, the Company had issued an aggregate of 2,213,525

shares of Common Stock.

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

6 – Subsequent Events – for additional details regarding shares issued to Auctus subsequent to September 30, 2025.

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

16 unchanged sentences

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.

16 unchanged sentences

Outstanding, January 1, 2025

Outstanding, June 30, 2025

Exercisable, June 30, 2025

Outstanding, September 30, 2025

Exercisable, September 30, 2025

February 14, 2025, the Company granted options to purchase an aggregate of 2,152,908 shares of the Company’s common stock at an

5 unchanged sentences

vest to the extent of 50% immediately with the remainder vesting quarterly over two years commencing one year from the date of grant.

The Company is recognizing the grant date fair value of the options proportionate to the vesting period.

June 5, 2025, the Company granted an option to purchase an aggregate of 25,000 shares of the Company’s common stock at an exercise

price of $ 1.78 per share to an employee.

The option had a grant date fair value of $ 34,250 and vests as follows:

to the extent of 50%

immediately with the remainder vesting quarterly over two years commencing one year from the date of grant .

The Company is recognizing

the grant date fair value of the option proportionate to the vesting period.

The Company is recognizing the grant date fair value of the options on a straight-line basis over the vesting period.

June 5, 2025, the Company granted an option to purchase 25,000 shares of the Company’s common stock at an exercise price of $ 1.78

per share to an employee.

The option had a grant date fair value of $ 34,250 and vests to the extent of 50% immediately with the remainder

vesting quarterly over two years commencing one year from the date of grant.

The Company is recognizing the grant date fair value of

the option on a straight-line basis over the vesting period.

October 13, 2025, the Company granted an option to purchase 25,000 shares of the Company’s common stock at an exercise price of

$ 1.62 per share to an employee.

See Note 6 – Subsequent Events for additional details.

applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions:

OF STOCK OPTION GRANTED ASSUMPTIONS

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Risk free interest rate

5 unchanged sentences

Expected dividends

granted during the three and six months ended June 30, 2025 had a weighted average grant date fair value per share of $ 1.37

were no stock options granted during the three months ended September 30, 2025 or 2024.

Options granted during the nine months ended

September 30, 2025 and 2024 had a weighted average grant date fair value per share of $ 1.87

and $ 1.11 per share, respectively.

Options granted during the six months ended June 30, 2024 had a weighted average grant date

fair value per share of $ 1.11 per share.

There were no options granted during the three

months ended June 30, 2024.

summary of the stock option activity during the six months ended June 30, 2025 is presented

summary of the stock option activity during the nine months ended September 30, 2025 is

presented below:

OF STOCK OPTION ACTIVITY

Outstanding, January 1, 2025

Outstanding, June 30, 2025

Exercisable, June 30, 2025

Outstanding, September 30, 2025

Exercisable, September 30, 2025

Compensation Expense

2 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Unrecognized at

Weighted Average Remaining Amortization

General and administrative

September 30,

Research and development

General and administrative

Stock-based compensation expense

2 unchanged sentences

For the Three Months Ended

For the Six Months Ended

the six months ended June 30, 2025, the Company sold 965,424 shares of its common stock under the 2024 ATM, generating gross proceeds

of $ 2,011,250 .

For the six months ended June 30, 2025, the total commissions and related legal accounting fees incurred were $ 72,805 ,

resulting in net proceeds of $ 1,938,445 .

During the six months ended June 30, 2025, the Company reclassified previously capitalized deferred

offering costs of $ 148,697 to additional paid-in capital.

Common Stock Repurchase Program

16, 2025, the Company’s Board of Directors authorized a common stock repurchase program under which the Company may repurchase up

to $ 2,000,000 of its outstanding common stock through June 16, 2026.

No repurchases have been made as of June 30, 2025.

For the Nine Months Ended

September 30,

the three months ended September 30, 2025, there were no sales of common stock under the 2024 ATM.

During the nine months ended September

30, 2025, the Company sold 965,424 shares of its common stock under the 2024 ATM, generating gross proceeds of $ 2,011,250 .

months ended September 30, 2025, the total commissions and related legal and accounting fees incurred were $ 72,805 , resulting in net

proceeds of $ 1,938,445 .

During the nine months ended September 30, 2025, the Company reclassified previously capitalized deferred offering

costs of $ 148,697 to additional paid-in capital.

Stock Repurchase Program

June 16, 2025, the Company’s Board of Directors authorized a common stock repurchase program under which the Company may repurchase

up to $ 2,000,000 of its outstanding common stock through June 16, 2026.

No repurchases have been made as of September 30, 2025.

Stock Issuances

the six months ended June 30, 2025, the Company issued 63,525 shares of common stock to Auctus Fund, LLC in partial satisfaction of shares

held in abeyance.

the six months ended June 30, 2025, the Company issued 29,249 shares of common stock related to the exercise of an option at an exercise

price of $ 1.45 per share, which resulted in gross cash proceeds to the Company of $ 42,411 .

the three months ended September 30, 2025, there were no issuances of common stock by the Company.

the nine months ended September 30, 2025, the Company issued 63,525 shares of common stock to Auctus Fund, LLC in partial satisfaction

of shares held in abeyance.

the nine months ended September 30, 2025, the Company issued 29,249 shares of common stock related to the exercise of an option at an

exercise price of $ 1.45 per share, which resulted in gross cash proceeds to the Company of $ 42,411 .

5 – FAIR VALUE MEASUREMENT

June 30, 2025, the Company estimated the aggregate fair value of warrants that are accounted for as warrant liabilities to be $ 2,580,379

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

warrant liabilities of $ 574,591 and a loss on the change in fair value of these warrant liabilities of $ 59,528 for the three and six

months ended June 30, 2025, respectively.

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

September 30, 2025 and December 31, 2024, the Company estimated the aggregate fair value of warrants that are accounted for as warrant

liabilities to be $ 1,968,315 and $ 2,520,851 , respectively, using the Black-Scholes option price model (Level 3 inputs).

The Company recognized

a gain on the change in fair value of these warrant liabilities of $ 612,064 and $ 552,536 for the three and nine months ended September

30, 2025, respectively.

The Company recognized a gain (loss) on the change in fair value of these warrant liabilities of $ 1,036,464 and

($ 837,466 ) for the three and nine months ended September 30, 2024, respectively.

The following table shows the detail of the valuation

assumptions used as of September 30, 2025:

SCHEDULE OF FAIR VALUE VALUATION ASSUMPTIONS

June 30, 2025

September 30, 2025

Risk free interest rate

3 unchanged sentences

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, 2025:

OF FAIR VALUE MEASURED ON RECURRING BASIS

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 September 30, 2025 and three months ended September 30, 2024:

For the Three Months Ended September 30,

Balance, July 1,

Change in fair value of warrant liability

( 1,036,464 )

Balance, September 30,

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 nine months ended September 30, 2025 and nine months ended September 30, 2024:

For the Nine Months ended September 30,

Balance, January 1,

Change in fair value of warrant liability

Balance, June 30, 2025

Balance, September 30,

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

1 unchanged sentence

Fair value measurements at reporting date using:

Quoted prices in active markets for identical liabilities

Significant other observable inputs

Significant unobservable inputs

Quoted prices in active markets for identical liabilities (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Total Fair Value

Marketable securities as of June 30, 2025

Marketable securities as of September 30, 2025

Marketable securities as of December 31, 2024

Warrant liabilities as of June 30, 2025

Warrant liabilities as of September 30, 2025

Warrant liabilities as of December 31, 2024

6 – SUBSEQUENT EVENTS

Offering and Private Placement

October 6, 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with several investors

(the “Purchasers”) pursuant to which the Company agreed to sell and issue to the Purchasers an aggregate of 678,125 shares

of the Company’s common stock in a registered direct offering at an offering price of $ 1.60 per share (the “Registered Offering”)

for aggregate gross proceeds of approximately $ 1.1 million.

Pursuant to the Subscription Agreements, in a concurrent private placement

offering (the “Private Placement”), the Company agreed to issue to the Purchasers unregistered warrants to purchase up to

an aggregate of 508,592 shares of the Company’s common stock at an exercise price of $ 2.75 per share.

The Registered Offering and

the Private Placement closed on October 8, 2025.

connection with the offering, the Company entered into an engagement letter, dated August 11, 2025, with Alere Financial Partners (a

division of Cova Capital Partners, LLC) (the “Placement Agent”), pursuant to which the Company agreed to pay the Placement

Agent a cash fee equal to 6% of the gross proceeds of the offering from investors introduced to the Company by the Placement Agent (the

“Placement Agent Investors”) (4% for other investors).

The Company has also agreed to reimburse the Placement Agent approximately

$ 8,300 for out-of-pocket expenses for legal fees and other expenses.

In addition, the Company agreed to issue to the Placement Agent,

at the closing of the offering, a warrant exercisable commencing six months from the date of issuance until the five year anniversary

of the date of issuance to purchase up to 6% of the number of Shares sold in the Registered Offering to Placement Agent Investors (4%

for other investors), at a per share exercise price of $ 2.75 .

October 13, 2025, the Company granted an option to purchase 25,000 shares of the Company’s common stock at an exercise price of

$ 1.62 per share to an employee.

The option vests as follows:

(i) 50% immediately, and (ii) the remainder quarterly over two years commencing

one year from the date of grant.

The Company will recognize the grant date fair value of the option on a straight-line basis over vesting

Stock Issuance

October 27, 2025, the Company issued 220,000 shares of common stock to Auctus Fund, LLC in partial satisfaction of shares held by abeyance.

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