What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-14 · 250 added, 151 removed, 309 unchanged (56% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN

MANAGEMENT’S DISCUSSION AND ANALYSIS AND

PLAN OF OPERATION

The following discussion of our financial condition

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“we,” “us,” or “our”) is a Nevada corporation.

We believe we have developed five proprietary technologies

Prior to our acquisition of the Property (as defined

below), we had two sources of revenue:

generated from our Universal Smart Technology and our software to streamline SEC financial reporting.:

Upon our acquisition of the Property in April 2026, our primary source of revenue shifted to revenue generated from rental of our Property.

Accordingly, periods prior to the acquisition reflect the historical financial statements of the Company, and the results of operations

of the Property are included beginning on the acquisition date.

As a result, the results of operations, liquidity and capital resources

information for the six months ended June 30, 2026 is not directly comparable to the prior-year period.

During the six months ended June 30, 2026, we

generated $651,950 from rental income from the Property.

We currently have executed leases for rental of 91,366 space through December

31, 2026 from 12 tenants and anticipate generating $1,464,523 of revenue through December 31, 2026 from the rental income derived from

the Property assuming no current leases are terminated.

We have developed five proprietary technologies

utilizing our patent portfolio which we believe solve the most fundamental problems plaguing the internet of things (“IoT”)

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of the current method of building each stand-alone instrument from scratch.

Our method eliminates redundant hardware and software and

results in significant cost savings and production efficiency.

We also provide sensor devices and are a wholesaler of various air filters

and digital, analog, and quantum light meter systems.

The Company holds 28 patents and patents pending in various phases of the patent

Our method has the potential to eliminates redundant hardware

and software and results in significant cost savings and production efficiency.

We also provide sensor devices and are a wholesaler of

various air filters and digital, analog, and quantum light meter systems.

We holds 28 patents and patents pending in various phases of

the patent process.

Our Lusher subsidiary is developing and designing

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Capital Market effective as of September 23, 2024.

Recent Developments

Acquisition of Office and Commercial Building

On April 17, 2026, our wholly owned subsidiary,

Lusher Holding LLC (the “ Lusher Holding ”), closed the acquisition of a Class A office and commercial building along

with a four-level parking structure, located at 901 Corporate Center Drive, Monterey Park, California 91754 (the “Property”).

The Seller of the Property was 901 Corporate Center, LP (the “ Seller ”).

The aggregate purchase price of the Property was

$17,700,000, exclusive of closing costs (the “ Purchase Price ”).

We made an initial down payment of $525,000 on January

On April 17, 2026, we funded the Purchase Price with a loan of $11,050,000 facilitated by a term loan agreement with East West

Bank and $5,797,152 in cash as a downpayment to close escrow.

The Purchase Price was discounted approximately $419,153 due to rent prorations,

security deposits, and other such pre-paid amounts which resulted in the Company receiving a balance of $2,434 after closing costs.

surveyed aggregate land area of the Property amounts to approximately 464,955 useable square feet or 10.73 acres, which is comprised of

four parcels (i.e., Parcel Numbers, 5237-022-014, 046, 047, and 5237-002-021) (the “ Parcels ”).

The Parcels, including

its land and improvements, have an aggregate value of approximately $28,424,982 in 2026 according to the Los Angeles County Assessor.

The Property provides approximately 100,743 sq.

in rentable Class A office space and has a parking ratio of 4.1/1,000, offering a blend of surface parking and adjacent four-level

parking structure with a canopy of solar panels that are currently leased.

Currently, the Property is 99.2% occupied by approximately

The Company does not intend to alter the terms of lease agreements in place with the current tenants, most of which have a

term of 5 to 8 years.

The Company plans to occupy approximately 2,000 square feet of space.

Loan with East West Bank

Lusher Holding entered into a loan with East West

Bank to borrow $11,050,000 to pay the Purchase Price, at 6.25% interest for the first 3 years, then floating at the Wall Street Journal

Prime Rate plus (+) 0.25% for the remaining term, with a floor interest rate at 6.25% to facilitate the purchase of the Property (“ East

West Loan ”).

The East West Loan provides for 83 consecutive

monthly principal and interest payments of approximately $68,698.64, beginning on May 1, 2026, and subsequently, 83 consequent instalments

of principal and interest payments of an estimated amount of approximately $73,917.99 (subject to change based on Wall Street Journal

Prime Rate plus 0.25%) each beginning May 1, 2029.

A final principal and interest payment of approximately $9,533,143.67 is due on April

1, 2036 (subject to change based on Wall Street Journal Prime Rate plus 0.25%).

We are listed as the primary guarantor of the

East West Loan and our Chief Executive Officer, Dr.

Desheng Wang, is listed as a secondary guarantor.

Reverse Stock Split

On June 23, 2026, we effected a four-to-one reverse stock split of

our common stock.

Except as otherwise stated, all numbers in this Quarterly Report on Form 10-Q reflect the reverse stock split .

Our Current Products Include:

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large-scale modular design approach subdivides instruments into a foundation component (a USIP) and architecture-specific components (sensor

nodes), which together replaces the functions of traditional instruments at a fraction of their cost.

The USIP has an open architecture,

incorporating a variety of individual instrument functions, sensors, and probes from different industries and vendors.

The platform features

the ability to connect potentially thousands of different sensors or probes, addressing major limitations present in traditional instrumentation

nodes), which together are intended to replaces the functions of traditional instruments at a fraction of their cost.

The USIP has an

open architecture, incorporating a variety of individual instrument functions, sensors, and probes from different industries and vendors.

The platform features the ability to connect potentially thousands of different sensors or probes, addressing major limitations present

in traditional instrumentation systems.

Additional Focus Universal Inc.

under Smart AVX.

Focus Universal Inc.

is integrating its own Smart AVX- branded IoT equipment to connect devices across platform systems

and to facilitate unified collaboration across audio-visual technologies, digital media technologies, security and surveillance technologies

We also sell integrated IoT equipment under the Smart AVX brand to connect devices across platform systems and to

facilitate unified collaboration across audio-visual technologies, digital media technologies, security and surveillance technologies

and communication technologies.

This approach allows the Company to service its customers for ease of use, design and integration, and

installation and maintenance by utilizing technology that integrates our five core technologies.

This approach allows us to provide customers ease of use, design and integration, and installation and

maintenance by utilizing technology that integrates our five core technologies.

We have integrated our Smart AVX-branded products

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(“PTZ”) Dome Cameras and Network Video Recorders (“NVRs”), and VOIP Phone Services.

LED Audio-visual Panel Products.

LED panel digital displays have become an integral and modern-day solution that address the communication and display demands of the residential and commercial customer base.

Due to the flexible configuration of the LED panels, the modular design that enables the ability to incorporate a design into any size space, the flexibility of the standard size panels to accommodate curvature in the design space, the ability to address transparency in the panel displays and create new areas for delivering media to the public, our LED panel digital displays allow us to easily adapt our display design to spaces of any size and shape, making any customer space a customizable output and connected piece within a system.

The option to create full size screens in any space, while addressing any environmental demands, allows us to use state-of-the-art media resulting in immersive, three-dimensional, captivating content delivery within any system.

LED Audio-visual

Panel Products.

LED panel digital displays have become an integral and modern-day solution that address the communication and

display demands of the residential and commercial customer base.

Due to the flexible configuration of the LED panels, the modular

design that enables the ability to incorporate a design into any size space, the flexibility of the standard size panels to

accommodate curvature in the design space, the ability to address transparency in the panel displays and the ability to create new

areas for delivering media to the public, our LED panel digital displays allow us to easily adapt our display design to spaces of

any size and shape, making any customer space a customizable output and connected piece within a system.

The option to create full

size screens in any space, while addressing any environmental demands, allows us to use state-of-the-art media resulting in

immersive, three-dimensional, captivating content delivery within any system.

Large Format Smart Multimedia Touch Screens.

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Lusher Corporate Services, One Touch Financial

Financial reporting is the annual and

quarterly reporting process by which a public company keeps investors aware of a company’s financial condition, allowing them to

have the information they need before making an investment decision.

Because of the depth and nature of the

information they contain, reports on Forms 10-K and 10-Q can become time-consuming, especially given the complex processes that require

a company’s internal teams to gather large amounts of data across multiple sources.

The time and expertise required to complete

the process is a substantial burden.

Financial reporting is the annual and quarterly

reporting process by which a public company keeps investors aware of a company’s financial condition, allowing them to have the

information they need before making an investment decision.

Because of the depth and nature of the information

they contain, reports on Forms 10-K and 10-Q can become time-consuming, especially given the complex processes that require a company’s

internal teams to gather large amounts of data across multiple sources.

The time and expertise required to complete the process is a substantial

SEC reporting deadlines are firm and inflexible.

Delays and mistakes in SEC financial

reporting can have far-reaching consequences for companies and their shareholders including.

Delays and mistakes in SEC financial reporting

can have far-reaching consequences for companies and their shareholders including.

SEC review, enforcement actions, and penalties.

Late, inaccurate, or incomplete filings can often lead to a drop in the company’s stock price and a decrease in investor confidence.

Human data entry of hundreds or thousands

of financial numbers in the financial report imposes another challenge and presented by regularly occurring human error.

compounded by a frequent requirement to update or revise these hundreds or thousands of numbers during the time-constrained review processes

and auditing processes prior to submission.

Given the complexity and volume of data

involved, companies are looking for solutions that not only save cost, and reduce the time and effort required to report in a timely manner

but also improve accuracy and compliance.

inaccurate, or incomplete filings can often lead to a drop in the company’s stock price and a decrease in investor confidence.

Human data entry of hundreds or thousands of financial

numbers in the financial report imposes another challenge and presented by regularly occurring human error.

This risk is compounded by

a frequent requirement to update or revise these hundreds or thousands of numbers during the time-constrained review processes and auditing

processes prior to submission.

Given the complexity and volume of data involved,

companies are looking for solutions that not only save cost, and reduce the time and effort required to report in a timely manner but

also improve accuracy and compliance.

We began customer testing of our fully automated

SEC financial reporting software on July 22, 2025.

The Company plans to launch a technology roadshow to showcase this groundbreaking platform.

The Company plans to launch a technology roadshow to showcase this groundbreaking

Interested clients, partners, corporate filers, and investors will be welcomed to contact us for meetings and product demonstrations.

SEC financial reporting is traditionally a complex, costly,

and time-consuming process.

Preparing consolidated financial statements,

drafting SEC reports using various office software and / or burdensome company-wide systems,

converting those documents into fully SEC-compliant files, and

embedding tags as required for regulatory filing.

For large organizations, this process

is resource intensive and time consuming.

For small public companies, the entire process may take several weeks.

Delays in filing can

result in SEC reviews, enforcement actions, and significant penalties.

Currently, several companies offer semi-automated

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embed accurate tags into the HTML file — with very limited manual input.

On July 22, 2025, we began customer

testing of our fully automated SEC financial reporting software in the final design format of the software product.

The Company organized

and conducted a technology roadshow to showcase the platform.

Built-in validation, including self-consistency and compliance checks, ensures

accuracy and eliminates human error.

The solution provides a true one-click process from raw accounting data all the way to a complete

Management estimates that with this

product what once took weeks of manual work can now be completed in minutes.

Unlike other companies offering partial automation, our solution

provides a true one-click process from raw accounting data all the way to a complete SEC filing.

With years of development, our full automated

software processing includes the final edgarization and XBRL tagging.

Research and Development Efforts of Power Line

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not require substantial new investment for its communications infrastructure.

Rather, PLC utilizes existing power lines, thereby forming

Rather, PLC utilizes existing power lines, thereby utilizing

a distribution network that already penetrates all residential, commercial and industrial premises.

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patent applications and 9 issued U.S.

As a result of our primary IP attorney switching firms from Knobbe Martens to Dority Manning,

Focus Universal Inc, hired Dority Manning on July 16, 2024 to serve as outside intellectual property counsel for the Company.

We have identified several competitors specifically

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which we believe will be a completely different product category.

There are many competitors in the SEC Financial Reporting software

space, including Workiva, ActiveDisclosure, Datarails, and Carta.

We believe that our product will be superior because our pricing will

be substantially cheaper than the current competitors in the market.

Also, since it is an integration for common desktop applications,

we expect software implementation to be rapid, accessible, and straightforward.

There are many competitors in the SEC Financial

Reporting software space, including Workiva, ActiveDisclosure, Datarails, and Carta.

We believe that our product will be superior because

our pricing will be substantially cheaper than the current competitors in the market.

Also, since it is an integration for common desktop

applications, we expect software implementation to be rapid, accessible, and straightforward.

IoT Installation Industry

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errors and bugs.

Our products are being designed to solve the foregoing problems.

Air Filtration Systems and Meter Products

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the overall cost of compliance and boost efficiency is one of the main reasons the financial reporting software sector is projected to

Purchase of Building

January 21, 2026, the Company entered into a purchase, sale, and escrow agreement with 901 Corporate Center, LP to acquire a 100,743

office and commercial building, along with a four-level parking structure, located in Monterey Park, California.

price was $17,700,000, with an escrow deposit of $525,000.

The escrow was initially scheduled to close within sixty days of opening escrow.

The $525,000 deposit was placed into the escrow account on January 26, 2026.

Lusher Holding LLC, a subsidiary of the Company, entered

into a term loan agreement with East West Bank (the “East West Loan”) to borrow $11,050,000, at 6.25% interest for the first

3-years, then floating at the Wall Street Journal Prime Rate plus (+) 0.25% for the remaining term, with a floor interest rate at 6.25%.

The loan provides for 36 consecutive monthly principal and interest payments of approximately $68,698.64, beginning on May 1, 2026 and

subsequently, 83 monthly principal and interest payments of an initially estimated amount of approximately $73,917.99 (subject to change

based on Wall Street Journal Prime Rate plus 0.25%) beginning May 1, 2029.

A final principal and interest payment of approximately $9,533,143.67

(subject to change based on Wall Street Journal Prime Rate plus 0.25%) is due on April 1, 2036.

Focus Universal Inc.

is listed as the

primary guarantor for this East West Loan with Desheng Wang listed as a backup guarantor.

Lusher Holding LLC on Friday, April 17, 2026,

deposited $11 million, from the East West Loan to escrow and $5.8 million as downpayment to close escrow.

As of April 17, 2026, the Company

and Lusher Holding LLC have completed the purchase of the building.

The building will serve as Focus Universal’s principal headquarters

and is expected to carry the same rent roll in 2026.

Results of Operations

For the three months ended March 31, 2026 compared to the three

months ended March 31, 2025

Revenue, cost of revenue and gross profit

Our results of operations for the three and six

months ended June 30, 2026 include the revenue generated from the Property and related expenses from April 17, 2026 through June 30, 2026

which is not included in our results of operations for the three and six months ended June 30, 2025.

Accordingly, the results of operations

for the three and six months ended June 30, 2026 is not directly comparable to the prior-year periods.

For the three months ended June 30, 2026 compared to the three

months ended June 30, 2025

For the three

March 31, 2026

June 30, 2026

For the three

March 31, 2025

Cost of revenue

June 30, 2025

Rental revenue

Other revenue

Total revenue

Our consolidated gross revenue for the three months

ended March 31, 2026 and 2025 was $47,973 and $190,255, respectively.

Cost of revenue for the three months ended March 31, 2026 was $32,729,

compared to $159,711 for the three months ended March 31, 2025.

The decrease in cost of revenue was primarily due to the decrease in revenue

and fewer LED installation projects during the period and also the increase in LED materials.

In addition to the decrease in revenue and

cost of revenue, gross profit decreased to $15,244 compared to $30,544 for the three months ended March 31, 2026 and 2025, respectively.

ended June 30, 2026 and 2025 was $675,170 and $35,330, respectively.

The increase in revenue was primarily attributable to an increase

in rental revenue from Lusher Holding LLC.

The major components of our cost and operating

expenses for the three months ended March 31, 2026 and 2025 are outlined in the table below:

expenses for the three months ended June 30, 2026 and 2025 are outlined in the table below:

For the three

March 31, 2026

June 30, 2026

For the three

March 31, 2025

June 30, 2025

Property operating expense

Cost of other revenue

Depreciation and amortization

Selling expense

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Total operating expenses

Selling expenses for the three months ended March

31, 2026 were $32,848, compared to $48,980 for the three months ended March 31, 2025.

Property operating expense for the three months

ended June 30, 2026 were $259,663, compared to $0 for the three months ended June 30, 2025.

The increase in property operating expenses

was primarily due to the acquisition of the commercial property during the quarter.

Cost of other revenue for the three months ended

June 30, 2026 were $17,227, compared to $47,742 for the three months ended June 30, 2025.

The decrease in the cost of other revenue was

primarily due to a decrease in the number and quantity of other revenue-generating transactions.

Depreciation and amortization for the three months

ended June 30, 2026 were $201,024, compared to $5,506 for the three months ended June 30, 2025.

The increase in depreciation and amortization

expense was primarily due to depreciation expense recognized on the commercial property acquired during the quarter.

Selling expenses for the three months ended June

30, 2026 were $691, compared to $7,420 for the three months ended June 30, 2025.

Selling expenses were mainly from third party advertising

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The decrease in selling expenses was due to a decrease in advertising fees.

Compensation – officers and directors were $117,551 and $125,387

for the three months ended March 31, 2026 and 2025, respectively.

The decrease in cost was a result of the decrease in the share price,

which reduced the stock-based compensation expense for the associated directors.

Compensation – officers and directors were

$117,638 and $125,357 for the three months ended June 30, 2026 and 2025, respectively.

The decrease in cost was a result of the decrease

in the share price, which reduced the stock-based compensation expense for the associated directors.

Research and development costs were $362,165 and

$372,258 for the three months ended March 31, 2026 and 2025, respectively.

The decrease was due to software costs being capitalized in

the current year.

$467,297 for the three months ended June 30, 2026 and 2025, respectively.

The decrease was primarily due to a reduction in the number

of research and development employees during the current year.

Professional fees were $751,144 during the three

months ended March 31, 2026, compared to $472,991 during the three months ended March 31, 2025.

The decrease in these professional fees

compared to the prior period was due to a decrease in legal fees for employment litigation defense.

General and administrative expenses for the

three months ended March 31, 2026 was $486,554 compared to $282,455 during the three months ended March 31, 2025.

The increase in

general and administrative expenses was primarily due to the Company having received its employee retention credit from the Internal

Revenue Service in 2025, which reduced the prior year’s comparable expenses.

months ended June 30, 2026, compared to $429,155 during the three months ended June 30, 2025.

The increase in these professional fees

compared to the prior period was primarily due to an increase in legal advisory fees related to preferred stock and other securities matters.

General and administrative expenses for the three

months ended June 30, 2026 was $515,193 compared to $495,613 during the three months ended June 30, 2025.

The increase in general and

administrative expenses was primarily due to the Company having received its employee retention credit from the Internal Revenue Service

in 2025, which reduced that year’s comparable expenses.

Other Income (expense)

Other income for the three months ended March

31, 2026 was $25,633, compared to $20,149 for the three months ended March 31, 2025.

During the three months ended March 31, 2026 and 2025,

Other income for the three months ended June 30,

2026 was $30,617, compared to $37,112 for the three months ended June 30, 2025.

During the three months ended June 30, 2026 and

2025, we incurred net loss of $1,518,958 and $1,505,648 respectively, due to the factors discussed above.

For the six months ended June 30, 2026 compared to the six months

ended June 30, 2025

June 30, 2026

June 30, 2025

Rental revenue

Other revenue

Total revenue

Our consolidated gross revenue for the six months

ended June 30, 2026 and 2025 was $723,143 and $225,585, respectively.

The increase in revenue was primarily attributable to an increase

in rental revenue from Lusher Holding LLC.

The major components of our cost and operating

expenses for the six months ended June 30, 2026 and 2025 are outlined in the table below:

June 30, 2026

June 30, 2025

Property operating expense

Cost of other revenue

Depreciation and amortization

Selling expense

Compensation – officers and directors

Research and development

Professional fees

General and administrative

Total operating expenses

Property operating expense for the six months

ended June 30, 2026 were $259,663, compared to $0 for the six months ended June 30, 2025.

The increase in property operating expenses

was primarily due to the acquisition of the commercial property during the quarter.

Cost of other revenue for the six months ended

June 30, 2026 were $49,956, compared to $207,453 for the six months ended June 30, 2025.

The decrease in the cost of other revenue was

primarily due to a decrease in the number and quantity of other revenue-generating transactions.

Depreciation and amortization for the six months

ended June 30, 2026 were $207,746, compared to $10,959 for the six months ended June 30, 2025.

The increase in depreciation and amortization

expense was primarily due to depreciation expense recognized on the commercial property acquired during the quarter.

Selling expenses for the six months ended June

30, 2026 were $33,539, compared to $56,400 for the six months ended June 30, 2025.

Selling expenses were mainly from third party advertising

fees and marketing related fees.

The decrease in selling expenses was due to a decrease in advertising fees.

Compensation – officers and directors were

$235,189 and $250,744 for the six months ended June 30, 2026 and 2025, respectively.

The decrease in cost was a result of the decrease

in the share price, which reduced the stock-based compensation expense for the associated directors.

Research and development costs were $626,962 and

$839,555 for the six months ended June 30, 2026 and 2025, respectively.

The decrease was due to software costs being capitalized in the

current year.

Professional fees were $1,136,349 during the six

months ended June 30, 2026, compared to $902,146 during the six months ended June 30, 2025.

The increase in these professional fees compared

to the prior period was primarily due to an increase in legal advisory fees related to preferred stock and other securities matters.

General and administrative expenses for the six

months ended June 30, 2026 was $995,025 compared to $772,615 during the six months ended June 30, 2025.

The increase in general and administrative

expenses was primarily due to the Company having received its employee retention credit from the Internal Revenue Service in 2025, which

reduced that year’s comparable expenses.

Other Income (expense)

Other income for the six months ended June 30,

2026 was $56,250, compared to $57,261 for the six months ended June 30, 2025.

During the six months ended June 30, 2026 and

2025, we incurred net loss of $2,765,036 and $2,757,026 respectively, due to the factors discussed above.

Liquidity and Capital Resources

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selected cash flow information:

For the three months ended March 31, 2026

For the three months ended March 31, 2025

For the six months ended June 30, 2026

For the six months ended June 30, 2025

Net cash used in operating activities

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Net cash used in investing activities

Net cash used in financing activities

Net cash provided by financing activities

Effect of exchange rate

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Our net cash outflows from operating activities

of $1,148,500 for the three months ended March 31, 2026 was primarily the result of our net loss of $1,246,078 and changes in our operating

of $1,889,277 for the six months ended June 30, 2026 was primarily the result of our net loss of $2,765,036 and changes in our operating

assets and liabilities offset by the add-back of non-cash expenses.

Our net cash outflows from operating activities

of $1,220,049 for the three months ended March 31, 2025 was primarily the result of our net loss of $1,251,378 and changes in our operating

of $2,648,288 for the six months ended June 30, 2025 was primarily the result of our net loss of $2,757,026 and changes in our operating

assets and liabilities offset by the add-back of non-cash expenses.

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Cash Flows from Investing Activities

For the three months ended March 31, 2026 we had

cash outflow from investing activities of $622,216 from the purchase of property and equipment of $297, deposit on building of $525,000

and capitalized software cost of $96,919.

For the three months ended March 31, 2025 we had cash outflow from investing activities of $23,380

from the purchase of property and equipment of $23,380.

For the six months ended June 30, 2026 we had

cash outflow from investing activities of $6,632,052 from the proceed from sale of marketable securities of $121,823 offset by the purchase

of property and equipment of $6,656,031 and capitalized software cost of $97,844.

For the six months ended June 30, 2025 we had cash outflow

from investing activities of $25,091 from the purchase of property and equipment of $25,091.

Cash Flows from Financing Activities

For the three months ended March 31, 2026, we

had cash outflows of $154,617 due to purchase of treasury stock of $154,617.

For the three months ended March 31, 2025, we had cash outflows

of $144,575 due to purchase of treasury stock of $144,575.

For the six months ended June 30, 2026, we had

cash inflows of $2,180,050, consisting of $3,547,348 in gross proceeds from the sale of pre-funded units in a private placement offering,

offset by $961,861 of redemption of preferred stock, $51,294 of repayment on a bank loan, and $354,143 spent on the purchase of treasury

For the six months ended June 30, 2025, we had cash inflows of $207,387, consisting of $381,224 of gross proceeds from the sale

of stock issued in a private placement offering and offset by $173,837 spent on the purchase of treasury stock.

Going Concern

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as a going concern for a period of one year from the date of the issuance of these condensed consolidated financial statements.

has a net loss of $1,246,078 for the three months ended March 31, 2026.

has a net loss of $2,765,036 for the six months ended June 30, 2026.

In addition, the Company had an accumulated deficit of $34,015,113

as of March 31, 2026, and negative cash flow from operating activities of $1,148,500 for the three months ended March 31, 2026.

as of June 30, 2026, and negative cash flow from operating activities of $1,889,277 for the six months ended June 30, 2026.

doubt about the Company’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate,

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as a going concern.

At March 31, 2026, the Company had cash and cash

equivalents, and short-term investments, in the amount of $6,021,591.

The Company’s independent registered public accounting firm, in its report on the Company’s consolidated

financial statements for the year ended December 31, 2025, has also expressed substantial doubt about the Company’s ability to continue

as a going concern.

At June 30, 2026, the Company had cash, and short-term investments, in the amount of $1,600,258.

The ability to continue as a going concern is dependent on the Company

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Off-Balance Sheet Arrangements

As of March 31, 2026, we did not have any off-balance-sheet arrangements,

As of June 30, 2026, we did not have any off-balance-sheet arrangements,

as defined in Item 303(a)(4)(ii) of Regulation SK.

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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 2. Management’s Discussion and Analysis