What changed in this filing

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Item 1. Financial Statements

2023-08-11 compared with 2023-05-12 · 230 added, 246 removed, 503 unchanged (49% of the section changed)

1 Financial Statements

Current assets:

assets/currencies

at value (Cost $100,000)

crypto assets/currencies

Investments, at value (Cost $ 100,000 )

Staked crypto assets/currencies

Prepaid expense

Total current assets

Other assets:

Property and equipment, net

Staked crypto assets/currencies - long term

Total other assets

Liabilities and Stockholders’ Equity:

Accounts payable and accrued expense

Accrued compensation

Warrant liabilities

Total current liabilities

Stockholders’ equity:

Common stock, 97,500,000 shares authorized at $ 0.001 par value, 13,799,745 and 13,107,149 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

Additional paid in capital

Accumulated deficit

current assets

and equipment, net

crypto assets/currencies - long term

and Stockholders’ Equity:

payable and accrued expense

current liabilities

Stockholders’

Preferred stock;

20,000,000 shares authorized at $ 0.001 par value:

V Preferred stock:

shares issued and outstanding at June 30, 2023 and December 31,

2022, respectively

stock, 97,500,000 shares authorized at $ 0.001 par value, 14,181,410 and 13,107,149 shares issued and outstanding at June 30, 2023

and December 31, 2022, respectively

paid in capital

( 153,914,030 )

( 151,482,208 )

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

stockholders’ equity

Liabilities and Stockholders’ Equity

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

of Operations

For the Three Months Ended

Validator revenue (net of fees)

Total revenues

the Three Months Ended

the Six Months Ended

revenue (net of fees)

Cost of revenues

Validator expense

and administrative

and development

and related expenses

loss on crypto assets/currencies

gains on crypto asset/currency transactions

operating expenses

General and administrative

Research and development

Compensation and related expenses

Impairment loss on crypto assets/currencies

Realized gains on crypto asset/currency transactions

Total operating expenses

income (expenses):

in fair value of warrant liabilities

Distributions

to warrant holders

other income (expenses)

Change in fair value of warrant liabilities

Distributions to warrant holders

Total other income (expenses)

$ ( 1,018,453 )

$ ( 7,724,673 )

Net loss per share attributable to common stockholders, basic and diluted

Weighted average number of common shares outstanding, basic and diluted

$ ( 2,431,822 )

$ ( 13,465,416 )

loss per share attributable to common stockholders, basic and diluted

loss per share attributable to common stockholders, basic

average number of common shares outstanding, basic and diluted

average number of common shares outstanding, basic

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

of Changes in Stockholders’ Equity

the Three months Ended March 31, 2023

the Six Months Ended June 30, 2023

Stockholders’

Balance December 31, 2022

December 31, 2022

$ 160,800,263

$ ( 151,482,208 )

Issuance of common stock, net of offering cost / At-the-market offering

Stock-based compensation

Dividend distributions

of common stock, net of offering cost / At-the-market offering

of Series V preferred stock

( 2,559,533 )

( 2,431,822 )

Balance March 31, 2023

( 2,431,822 )

June 30, 2023

$ 159,955,610

the Three months Ended March 31, 2022

$ ( 153,914,030 )

the Six Months Ended June 30, 2022

Stockholders’

Balance December 31, 2021

December 31, 2021

$ 147,682,384

$ ( 135,589,470 )

of common stock, net of offering cost / At-the-market offering

distributions

( 13,465,416 )

Issuance of common stock, net of offering cost / At-the-market offering

Stock-based compensation

Dividend distributions

June 30, 2022

$ 159,432,894

$ ( 149,054,886 )

Balance March 31, 2022

the Three Months Ended June 30, 2023

Stockholders’

March 31, 2023

$ 161,839,971

$ ( 152,895,577 )

of common stock, net of offering cost / At-the-market offering

of Series V preferred stock

( 2,559,533 )

( 1,018,453 )

June 30, 2023

$ 159,955,610

$ ( 153,914,030 )

the Three Months Ended June 30, 2022

Stockholders’

March 31, 2022

$ 158,848,780

$ ( 141,330,213 )

of common stock, net of offering cost / At-the-market offering

distributions

( 7,724,673 )

June 30, 2022

$ 159,432,894

$ ( 149,054,886 )

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

of Cash Flows

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

For the Three Months Ended

Net Cash flows used from operating activities:

the Six Months Ended June

Cash flows used from operating activities:

$ ( 2,431,822 )

$ ( 13,465,416 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

Stock-based compensation

Validator revenue

Blockchain network fees (non-cash)

Change in fair value of warrant liabilities

Realized gain on crypto assets/currencies transactions

Impairment loss on crypto assets/currencies

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Accrued compensation

Capital shares payable

Dividends payable - distributions to warrant holders

Net cash used in operating activities

to reconcile net loss to net cash used in operating activities:

( 1,077,364 )

network fees (non-cash)

in fair value of warrant liabilities

( 1,068,750 )

Net cash used in investing activities:

Purchase of productive crypto assets/currencies for validating

of non-productive crypto assets/currencies

gain on crypto assets/currencies transactions

loss on crypto assets/currencies

in operating assets and liabilities:

expenses and other current assets

payable and accrued expenses

cash used in operating activities

( 2,045,524 )

Sale of productive crypto assets/currencies

Purchase of investments

Purchase of property and equipment

Net cash used in investing activities

cash used in investing activities:

of productive crypto assets/currencies for validating

( 1,804,213 )

Net cash provided by financing activities:

Dividend distributions

Net proceeds from issuance common stock/ At-the-market offering

Net cash provided by financing activities

Net increase in cash

Cash, beginning of period

Cash, end of period

Supplemental disclosure of non-cash financing and investing activities:

Dividends payable

( 9,141,785 )

of productive crypto assets/currencies

of investments

of property and equipment

cash used in investing activities

( 8,834,194 )

cash provided by financing activities:

distributions

proceeds from issuance common stock/ At-the-market offering

cash provided by financing activities

increase in cash

( 1,203,365 )

beginning of period

end of period

disclosure of non-cash financing and investing activities:

V Preferred Stock Distribution

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

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validator nodes are critical to the Company’s strategy and success.

to Articles of Incorporation

August 12, 2021, the Company filed a Certificate of Change with the Nevada Secretary of State to affect a 1-for-10 reverse split of the

Company’s class of Common Stock (the “Reverse Split”).

The Certificate of Change became effective on August 13, 2021.

fractional shares were issued in connection with the Reverse Split and all such fractional interests were rounded up to the nearest whole

number of shares of Common Stock.

The Company now has 97,500,000 shares of Common Stock authorized.

Numbers of shares of the Company’s

preferred stock were not affected by the Reverse Split;

however, the conversion ratios have been adjusted to reflect the Reverse Split.

The financial statements and notes to the financial statements have been retroactively restated to reflect the Reverse Split.

2 - Basis of Presentation

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results of operations and cash flows for the interim periods presented.

Interim results for the three months ended March 31, 2023 are

not necessarily indicative of results for the full year ended December 31, 2023.

The unaudited condensed financial statements and notes

should be read in conjunction with the financial statements and notes for the year ended December 31, 2022.

Interim results for the three and six months ended June 30, 2023

are not necessarily indicative of results for the full year ended December 31, 2023.

The unaudited condensed financial statements and

notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2022.

3 - Summary of Significant Accounting Policies

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Concentration

Company maintains cash balances at four financial institutions in checking accounts and money market accounts.

Company maintains cash balances at three financial institutions in checking accounts and money market accounts.

The Company considers

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institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 .

As of March 31, 2023 and December

As of June 30, 2023 and December

31, 2022, the Company had approximately $ 0.3 million and $ 1.7 million in excess of the FDIC insured limit, respectively.

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The term of a smart

contract can vary based on the rules of the respective blockchain and typically last a few weeks to months after it is canceled by the

contract can vary based on the rules of the respective blockchain and typically last a few weeks to months after it is cancelled by the

operator and requires that the cryptocurrency staked remain locked up during the duration of the smart contract.

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the network, rent and utilities for locations housing server nodes to the extent applicable, hosting costs if cloud-based servers are

utilized and fees (including stock-based fees) paid to 3rd parties to assist in software maintenance and operations of its nodes.

utilized and fees (including equity compensation stock-based fees) paid to 3rd parties to assist in software maintenance and operations

of its nodes.

Assets Translations and Remeasurements

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impairment in the value of crypto assets is recorded as a component of costs and expenses in our Statements of Operations.

recorded impairment losses related to crypto assets of approximately $ 95,000 and $ 3.3 million during the three months ended March 31,

recorded impairment losses related to crypto assets of approximately $ 0.9 million and $ 12.2 million during the six months ended June

30, 2023, and 2022, respectively.

3 unchanged sentences

The Company recorded realized gains (losses)

on crypto assets of approximately $ 17,000 and $ 71,000 during the three months ended March 31, 2023 and 2022, respectively.

on crypto assets of approximately $ 0.7 million and $ 0.5 million during the six months ended June 30, 2023 and 2022, respectively.

presentation of purchases and sales of crypto assets on the Statement of Cash Flows is determined by the nature of the crypto assets,

118 unchanged sentences

incorporates pricing inputs covering the period from the grant date through the end of the derived service period.

January 5, 2022, the Board of Directors (the “Board”) of the Company declared a non-recurring special dividend of $ 0.05 for

each outstanding share of Common Stock of the Company, payable to holders of record as of the close of business on March 17, 2022.

dividend distributions are considered a return of capital as the distributions are in excess of the Company’s current and accumulated

earnings and profits.

The return of capital distribution reduces the Company’s additional paid in capital balance.

will evaluate the appropriateness of potential future dividends as the Company continues to grow its operations.

Dividend distributions

amounted to $ 0 and $ 635,000 during the three months ended March 31, 2023 and 2022, respectively.

January 27, 2023, the Company’s Board of Directors (the “Board”) approved the issuance of a newly designated Series

V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit

holders and warrant holders who were entitled to such distribution).

The distribution of Series V shares was approved and completed on

June 2, 2023 to shareholders as of the record date of May 12, 2023.

(i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv)

has certain rights to dividends and distributions (at the discretion of the Board) .

A total of 14,542,803

shares of Series V Preferred Stock were distributed

to shareholders on June 2, 2023.

January 5, 2022, the Board declared a non-recurring special dividend of $ 0.05 for each outstanding share of Common Stock of the Company,

payable to holders of record as of the close of business on March 17, 2022.

The dividend distributions are considered a return of capital

as the distributions are in excess of the Company’s current and accumulated earnings and profits.

The return of capital distribution

reduces the Company’s additional paid in capital balance.

Dividend distributions amounted to $ 0 and $ 635,000 during the six months

ended June 30, 2023 and 2022, respectively.

Company will evaluate the appropriateness of potential future dividends as the Company continues to grow its operations.

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Advertising and marketing expenses amounted to approximately $ 9,000

and $ 42,000 for the three months ended March 31, 2023 and 2022, respectively.

and $ 65,000 for the six months ended June 30, 2023 and 2022, respectively.

Loss per Share

7 unchanged sentences

of preferred stock, notes and warrants from the calculation of net loss per share if their effect would be anti-dilutive.

following financial instruments were not included in the diluted loss per share calculation as of March 31, 2023 and 2022 because their

following financial instruments were not included in the diluted loss per share calculation as of June 30, 2023 and 2022 because their

effect was anti-dilutive:

Schedule of Earnings Per Share Anti-diluted

As of March 31,

Warrants to purchase common stock

Non-vested restricted stock awards units

of Earnings Per Share Anti-diluted

As of June 30,

to purchase common stock

restricted stock awards units

Accounting Pronouncements

41 unchanged sentences

following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and the Company’s

estimated level within the fair value hierarchy of those assets and liabilities as of March 31, 2023 and December 31, 2022:

Schedule of Fair Value of Assets and

Liabilities Valued on Recurring Basis

Fair Value Measured at March 31, 2023

Quoted prices in

active markets

Significant other

observable inputs

Warrant Liabilities

Fair Value Measured at December 31, 2022

Quoted prices in

active markets

Significant other

observable inputs

Warrant Liabilities

Company did not make any transfers between the levels of the fair value hierarchy during the three months ended March 31, 2023 and 2022.

estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2023 and December 31, 2022:

of Fair Value of Assets and Liabilities Valued on Recurring Basis

Value Measured at June 30, 2023

Value Measured at December 31, 2022

Company did not make any transfers between the levels of the fair value hierarchy during the six months ended June 30, 2023 and 2022.

3 Valuation Techniques

3 financial assets consist of private equity investments for which there is no current public market for these securities such that

the determination of fair value requires significant judgment or estimation.

As of March 31,2023 and December 31, 2022, the

Company’s Level 3 investments were carried at original cost of the investments, with a value of $ 100,000 .

The Company has elected to apply the measurement alternative under ASC 321, Investments—Equity Securities , for these

3 financial assets consist of private equity investments for which there is no current public market for these securities such that the

determination of fair value requires significant judgment or estimation.

As of June 30, 2023 and December 31, 2022, the Company’s

Level 3 investments were carried at original cost of the investments, with a value of $ 100,000 .

The Company has elected to apply the

measurement alternative under ASC 321, Investments—Equity Securities , for these investments.

3 financial liabilities consist of the warrant liabilities for which there is no current market for these securities such that the determination

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of warrant liabilities” in the Company’s statements of operations.

March 2, 2021, the Company entered into a securities purchase agreement (the “Offering”) with certain purchasers pursuant

to which the Company agreed to sell an aggregate of (i) 950,000 shares of Common Stock, and (ii) Common Stock warrants (the “Warrants”)

to purchase up to 712,500 shares of Common Stock for gross proceeds of $ 9.5 million in a private placement.

The closing of the Offering

occurred on March 4, 2021.

March 2, 2021, the Company entered into a securities purchase agreement with certain purchasers which closed on March 4, 2021 pursuant

to which the Company sold an aggregate of (i) 950,000 shares of Common Stock, and (ii) Common Stock warrants (the “Warrants”)

to purchase up to 712,500 shares of Common Stock for gross proceeds of $ 9.5 million in a private placement offering.

Warrants require, at the option of the holder, a net-cash settlement following certain fundamental transactions (as defined in the Warrants)

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summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s

warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and, as of March 31, 2023

warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and, as of June 30, 2023

and December 31, 2022, is as follows:

Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities

Risk-free rate of interest

Expected volatility

Expected life (in years)

Expected dividend yield

rate of interest

life (in years)

dividend yield

risk-free interest rate was based on rates established by the Federal Reserve Bank.

8 unchanged sentences

following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets and liabilities

for the three months ended March 31, 2023 and 2022, that are measured at fair value on a recurring basis:

for the six months ended June 30, 2023 and 2022, that are measured at fair value on a recurring basis:

of Changes in Fair Value and Other Adjustments of Warrants

Fair Value of Level 3 Financial Assets

Beginning balance

Unrealized appreciation (depreciation)

Ending balance

Fair Value of Level 3 Financial Liabilities

Beginning balance

Warrant liabilities classification

Fair value adjustment of warrant liabilities

Ending balance

Value of Level 3 Financial Assets

appreciation (depreciation)

Value of Level 3 Financial Liabilities

liabilities classification

value adjustment of warrant liabilities

( 1,068,750 )

5 – Stockholders’ Equity

Company received shareholder approval on July 11, 2023 to amend our Articles of Incorporation to increase the number of authorized shares

of common stock from 97,500,000 shares to 975,000,000 .

On July 12, 2023, the Company filed a Certificate of Amendment to the Articles

of Incorporation to effectuate the increase of our authorized shares of common stock to 975,000,000 .

The Market Offering Agreement

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Wainwright a commission rate equal to 3.0 % of the aggregate gross proceeds from each sale of Shares.

the three months ended March 31, 2023, the Company sold a total of 301,154 shares of Common Stock under the ATM Agreement for aggregate

the six months ended June 30, 2023, the Company sold a total of 651,172 shares of Common Stock under the ATM Agreement for aggregate

total gross proceeds of approximately $ 965,000 at an average selling price of $ 1.48 per share, resulting in net proceeds of approximately

6 unchanged sentences

common stock on the last trading day prior to the end of the applicable calendar quarter.

For the three months ended March 31, 2023,

For the six months ended June 30, 2023, 59,223

shares of common stock were issued to independent directors.

Preferred Stock

Effective January 27, 2023, the Company’s Board

of Directors approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one basis to the

Company’s shareholders (including restricted stock unit holders).

The record date has been set for May 12, 2023 and the payment

date is June 2, 2023.

January 27, 2023, the Board approved the issuance of a newly designated Series V Preferred Stock (“Series V”) on a one-for-one

basis to the Company’s shareholders (including restricted stock unit holders and warrant holders).

The distribution of Series V

shares was approved and completed on June 2, 2023 to shareholders as of the record date of May 12, 2023.

The Series V:

(i) is non-convertible, (ii) has a 20% liquidation preference over the shares of common stock, (iii)

is non-voting and (iv) has certain rights to dividends and distributions (at the discretion of the Board of Directors) .

(i) is non-convertible,

(ii) has a 20% liquidation preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and

distributions (at the discretion of the Board of Directors) .

A total of 14,542,803 shares of Series V Preferred Stock were distributed

to shareholders on June 2, 2023.

The Series V is listed to trade on the Upstream, the trading app for digital securities and NFTs powered by Horizon

Fintex and MERJ Exchange Limited, under the ticker symbol BTCSP.

The fair value of the Preferred stock as of the record date, May 12, 2023,

amounted to $ 2.6 million.

The Company used a probability valuation model to determine the fair value of the preferred stock.

Equity Incentive Plan

1 unchanged sentence

on March 31, 2021 and amended on June 13, 2022.

The Company has reserved 7,000,000 shares of Common Stock for issuance pursuant to the

the three months ended March 31, 2023, the Company granted 20,000 stock options with a weighted average exercise price of $ 0.63 to non-executive

following weighted-average assumptions were used to estimate the fair value of options granted on the deemed grant date during the three

months ended March 31, 2023 and 2022 for both the Black-Scholes formula:

The Company received shareholder approval on July 11, 2023 to increase the authorized

amount under the 2021 Plan from 7,000,000 shares to 12,000,000 shares.

the six months ended June 30, 2023, the Company granted 20,000 stock options with a weighted average exercise price of $ 0.63 to non-executive

following weighted-average assumptions were used to estimate the fair value of options granted on the deemed grant date during the six

months ended June 30, 2023 and 2022 for both the Black-Scholes formula:

Weighted-Average Assumptions Used to Estimate Fair Value

For the Three Months

Ended March 31,

Exercise price

Expected stock price volatility

Risk-free rate of interest

Months Ended March 31,

stock price volatility

rate of interest

The Company uses historical volatility as it provides a reasonable estimate of the expected volatility.

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using a Monte-Carlo simulation.

summary of option activity under the Company’s stock option plan for three months ended March 31, 2023 is presented below:

summary of option activity under the Company’s stock option plan for six months ended June 30, 2023 is presented below:

Summary of Option Activity

Number of Shares

Weighted Average

Exercise Price

Total Intrinsic Value

Weighted Average Remaining Contractual Life

Outstanding as of December 31, 2022

Employee options granted

Outstanding as of March 31, 2023

Options vested and exercisable as of March 31, 2023

as of December 31, 2022

options granted

options forfeited

as of June 30, 2023

vested and exercisable as of June 30, 2023

January 2, 2022, the Board of Directors of the Company ratified the following arrangements approved by its Compensation Committee:

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market capitalization thresholds.

Effective January 1, 2023 (the “LTI RSU Amendment Date”), upon recommendation of the Compensation Committee

of the Board of Directors approved an amendment to the LTI plan, whereby the market capitalization threshold targets were lowered to $ 50 million, $ 100 million,

January 1, 2023 (the “LTI RSU Amendment Date”), upon recommendation of the Compensation Committee of the Board of Directors

approved an amendment to the LTI plan, whereby the market capitalization threshold targets were lowered to $ 50 million, $ 100 million,

$ 150 million, and $ 300 million.

1 unchanged sentence

Schedule of Restricted Stock Units

Market Cap Vesting Thresholds

$ 100 million

$ 150 million

$ 300 million

Charles Allen

Chief Executive Officer

Michal Handerhan

Chief Operations Officer

Michael Prevoznik

Chief Financial Officer

Manish Paranjape

Chief Technology Officer

Cap Vesting Thresholds

Executive Officer

Operations Officer

Financial Officer

Technology Officer

the extent any market capitalization targets set forth above for Mr.

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on the date of the modification.

following weighted-average assumptions were used to estimate the fair value of options granted during the three months ended March 31,

following weighted-average assumptions were used to estimate the fair value of options granted during the six months ended June 30, 2023

and 2022 for the Monte-Carlo simulation:

Weighted-Average Assumptions Used to Estimate Fair Value

Three Months Ended

(Post-Modification)

(Original Grants)

(Modification)

Vesting Hurdle Price

$ 3.81 - $30.52

$ 8.07 - $36.99

Expected stock price volatility

Risk-free rate of interest

stock price volatility

rate of interest

The Company uses historical volatility as it provides a reasonable estimate of the expected volatility.

16 unchanged sentences

vesting date.

summary of the Company’s restricted stock units granted under the 2021 Plan during the three months ended March 31, 2023 are as

summary of the Company’s restricted stock units granted under the 2021 Plan during the six months ended June 30, 2023 are as follows:

Summary of Restricted Stock

Number of Restricted Stock Units

Weighted Average Grant Day Fair Value

Nonvested at December 31, 2022

Nonvested at March 31, 2023

at December 31, 2022

at June 30, 2023

Based Compensation

compensation expense is recorded as a part of selling, general and administrative expenses, compensation expenses and cost of revenues.

Stock-based compensation expense for the three months ended March 31, 2023 and 2022 was as follows:

Stock-based compensation expense for the three and six months ended June 30, 2023 and 2022 was as follows:

Schedule of Stock-based Compensation Expense

For the Three Months Ended

Employee bonus stock awards

Employee stock option awards

Employee restricted stock unit awards

Non-employee restricted stock awards

Stock-based compensation

the Three Months Ended June 30,

the Six Months Ended June 30,

bonus stock awards

stock option awards

restricted stock unit awards

restricted stock awards

6 – Accrued Expenses

1 unchanged sentence

of Accrued Expenses

March 31, 2023

December 31, 2022

Compensation and related expenses

Accounts Payable

Accrued Expenses

compensation and related expenses include approximately $ 0 and $ 284,000 related to performance bonus accruals as of March 31, 2023 and

December 31, 2022, respectively.

and related expenses

compensation and related expenses include approximately $ 254,000 and $ 284,000 related to performance bonus accruals as of June 30, 2023

and December 31, 2022, respectively.

7 – Employee Benefit Plans

3 unchanged sentences

up to 100 % of employee contributions.

For the three months ended March 31, 2023 and 2022, the Company made contributions to the 401(k)

Plan of $ 95,000 and $ 45,000 , respectively.

For the six months ended June 30, 2023 and 2022, the Company made contributions to the 401(k) Plan

of $ 95,000 and $ 45,000 , respectively.

8 – Liquidity

5 unchanged sentences

in the normal course of business.

reflected in the financial statements, the Company has historically incurred a net loss and has an accumulated deficit at March 31, 2023,

reflected in the financial statements, the Company has historically incurred a net loss and has an accumulated deficit at June 30, 2023,

a net loss and net cash used in operating activities for the reporting period then ended.

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in the financial statements other than disclosed.

the period from April 1, 2023 to May 9, 2023, the Company sold a total of 30,558 shares of Common Stock under the ATM Agreement

for aggregate total gross proceeds of approximately $ 46,000 at an average selling price of $ 1.52 per share, resulting in net proceeds

of approximately $ 44,000 after deducting commissions and other transaction costs.

May 11, 2023, the Compensation Committee of the Board of Directors of the Company approved a performance based Annual Cash Incentive

Plan for the Company’s executives for fiscal year 2023.

If an executive meets their performance milestones, the executive will

receive a bonus, payable in cash and/or equity at the discretion of the Compensation Committee, in an amount up to 54 % to 104 % of the

applicable executive’s base salary, as detailed below:

Allen, the Company’s Chief Executive Officer is eligible to receive up to 104 % of his base salary.

Allen’s current

base salary is $ 411,419 ;

Handerhan, the Company’s Chief Operating Officer is eligible to receive up to 68 % of his base salary.

base salary is $ 287,375 ;

Prevoznik, the Company’s Chief Financial Officer is eligible to receive up to 54 % of his base salary.

base salary is $ 235,125 ;

Paranjape, the Company’s Chief Technology Officer is eligible to receive up to 54 % of his base salary.

base salary is $ 235,125 .

the period from July 1, 2023 to August 9, 2023, the Company sold a total of 151,882

shares of Common Stock under the ATM Agreement

for aggregate total gross proceeds of approximately $ 195,000

at an average selling price of $ 1.28

per share, resulting in net proceeds of approximately $ 187,000

after deducting commissions and other transaction costs.

On July 11, 2023, the Company filed

an Amendment to the Articles of Incorporation with the Nevada Secretary of State increasing the authorized shares of common stock to 975

million shares.

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