What changed in this filing

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Item 1. Financial Statements

2025-01-14 compared with 2024-10-15 · 220 added, 118 removed, 785 unchanged (30% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended August 31, 2024

For the nine months ended November 30, 2024

(Unaudited - Expressed in U.S.

15 unchanged sentences

Accrual and other payables

Stock subscription receivables

Loan payable - shareholders

Lease liability, current portion

5 unchanged sentences

SHAREHOLDERS’ EQUITY

Preferred stock, par value $ .0001 per share;

Preferred stock, par value $ .0001

Authorized 1,000,000 shares;

1 unchanged sentence

Common Stock, par value $ .0001 per share;

Authorized 200,000,000 shares;

issued and outstanding 52,712,850 shares and 52,545,350 issued and outstanding at August 31, 2024 and February 29, 2024 respectively

200,000,000 shares;

issued and outstanding 53,807,850 shares and 52,545,350 issued and outstanding at November 30, 2024 and

February 29, 2024 respectively

Additional paid-in capital

11 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of revenue

21 unchanged sentences

( 4,969,382 )

( 3,340,816 )

Other income (expense):

64 unchanged sentences

( 31,792,966 )

Common stock issued for cash

Accumulated other comprehensive income

( 1,660,801 )

( 1,662,712 )

Balance at November, 2024

( 33,453,767 )

Paid-in capital

22 unchanged sentences

( 26,090,866 )

Common stock issued for cash

Common stock issued for professional service

Deemed net-stock exercise of options

Accumulated other comprehensive income

( 1,944,343 )

( 1,945,803 )

Balance at November, 2023

( 28,035,209 )

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

$ ( 5,009,095 )

8 unchanged sentences

(Increase) decrease in prepayment and deposit

( 1,113,267 )

(Increase) decrease in other receivables

( 2,161,319 )

(Increase) decrease in inventories

Increase (decrease) in accounts payable

11 unchanged sentences

( 1,135,333 )

Advances from stock subscription receivable

Common stock issued for cash

3 unchanged sentences

( 1,352,632 )

( 7,305,676 )

Cash at beginning of period

5 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

54 unchanged sentences

of its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd., which was established to venture into R&D projects.

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 1 – Nature of Business and basis of Presentation (continued)

Shanghai KeShunXiang Automobile Service Co., Ltd.

2 unchanged sentences

by JiuGe Technology.

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies

34 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

1 unchanged sentence

The following assets and liabilities of the VIE

and VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of August

and VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of November

30, 2024 and February 29, 2024:

1 unchanged sentence

Schedule of variable interest entity

August 31, 2024

November 30, 2024

February 29, 2024

5 unchanged sentences

Assets and liabilities of the VIE Subsidiary

August 31, 2024

November 30, 2024

February 29, 2024

5 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

1 unchanged sentence

Operating Result of VIE

For the Six Months Ended

August 31, 2024

For the Six Months Ended

August 31, 2023

For the Nine Months Ended

November 30, 2024

For the Nine Months Ended

November 30, 2023

Cost of revenue

12 unchanged sentences

$ ( 1,163,600 )

$ ( 164,969 )

Interest income

3 unchanged sentences

Operating Result of VIE Subsidiaries

For the Six Months Ended

August 31, 2024

For the Six Months Ended

August 31, 2023

For the Nine Months Ended

November 30, 2024

For the Nine Months Ended

November 30, 2023

Cost of revenue

15 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

51 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

38 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

53 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

4 unchanged sentences

The Company had an accumulated deficit of $ 33,453,767 and

$ 28,448,833 as at August 31, 2024 and February 29, 2024, respectively, and had a net loss of $ 3,346,383 and $ 1,398,914 for the six months

ended August 31, 2024 and 2023, respectively.

$ 28,448,833 as at November 30, 2024 and February 29, 2024, respectively, and had a net loss of $ 5,009,095 and $ 3,344,717 for the nine

months ended November 30, 2024 and 2023, respectively.

The Company’s continuation as a going concern

9 unchanged sentences

We recorded $ 25,366,825 and $ 27,588,403 in revenue,

respectively, for the six months ended August 31, 2024 and 2023.

respectively, for the nine months ended November 30, 2024 and 2023.

Schedule of revenue

For the six months ended

August 31, 2024

August 31, 2023

For the nine months ended

November 30, 2024

November 30, 2023

Telecommunication Products & Services

2 unchanged sentences

Note 5 – Equipment

At August 31, 2024 and February 29, 2024, the

At November 30, 2024 and February 29, 2024, the

company has the following amounts related to equipment:

Schedule of property, plant and equipment

August 31, 2024

November 30, 2024

February 29, 2024

2 unchanged sentences

No significant residual value is estimated for the equipment.

expense for the six months ended August 31, 2024 and 2023 totalled $ 13,521 and $ 15,616 , respectively.

expense for the nine months ended November 30, 2024 and 2023 totalled $ 19,893 and $ 23,231 , respectively.

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Note 6 – Intangible Assets

At August 31, 2024 and February 29, 2024, the

At November 30, 2024 and February 29, 2024, the

company has the following amounts related to intangible assets:

Schedule of intangible assets

August 31, 2024

November 30, 2024

February 29, 2024

5 unchanged sentences

these intangible assets.

Amortization expense for the six months ended August 31, 2024 and 2023 totalled $ 10,233 and $ 20,397 , respectively.

Amortization expense for nine months ended November 30, 2024 and 2023 totalled $ 15,422 and $ 30,307 , respectively.

Note 7 – Prepayment and Deposit

7 unchanged sentences

Schedule of prepaid expense

August 31, 2024

November 30, 2024

February 29, 2024

Note 8 – Other Receivables

At August 31, 2024 and February 29, 2024, the

At November 30, 2024 and February 29, 2024, the

company has the following amounts related to other receivables:

Schedule of other receivables

August 31, 2024

November 30, 2024

February 29, 2024

4 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

12 unchanged sentences

All operating lease expense

is recognized on a straight-line basis over the lease term in the six months ended August 31, 2024.

is recognized on a straight-line basis over the lease term in the nine months ended November 30, 2024.

Information related to the Company's right-of-use

1 unchanged sentence

Schedule of operating leases assets and liabilities

August 31, 2024

November 30, 2024

February 29, 2024

6 unchanged sentences

Remaining lease term and discount rate

August 31, 2024

November 30, 2024

Weighted-average remaining lease term

1 unchanged sentence

The following table summarizes the future minimum

lease payments due under the Company’s operating leases as of August 31, 2024:

lease payments due under the Company’s operating leases as of November 30, 2024:

Schedule of future minimum lease payments due

8 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

23 unchanged sentences

shares of our common stock under its 2023 Stock Incentive Plan at a deemed price of $ 2.15 per share to two individuals pursuant to consulting

As of May 28, 2024, the Company has received $ 775,000

in subscription proceeds to purchase 310,000 shares of its common stock at $ 2.50 per share on a private placement basis, however, on August

5, 2024, the Board of the Directors of the Company authorized a reduction of the subscription price from $2.50 to $1.50 per share, such

that the non-brokered private placement offering (the “Offering”) of up to 800,000 shares for aggregate proceeds of up to

$2,000,000 will now be up to 1,333,333 shares for aggregate proceeds of up to $2,000,000.

As of August 31, 2024, the Company has received

$ 1,605,000 in subscription proceeds to purchase 1,070,000 shares of its common stock at $ 1.50 per share on a private placement basis.

As of August 31, 2024 there were 52,712,850 shares

of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

On October 11, 2024, the Company issued 1,095,000

shares of common stock to 15 individuals due to the closing of its private placement at $1.50 per share for gross proceeds of $ 1,642,500 .

In connection with the closing of the private placement, the Company paid cash finder’s fees of an aggregate of $ 158,000 to three

As of November 30, 2024 there were 53,807,850

shares of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

1 unchanged sentence

A continuity schedule

of outstanding share purchase warrants as at August 31, 2024, and the changes during the periods, is as follows:

of outstanding share purchase warrants as at November 30, 2024, and the changes during the periods, is as follows:

Schedule of outstanding share purchase warrants

Weighted Average

Exercise Price

Balance, February 28, 2023

1 unchanged sentence

Cashless Exercised

Balance, August 31, 2024

Balance, November 30, 2024

18, 2023 , the Company received $ 60,000 from the exercise of warrants for the purchase of 20,000 shares of common stock of the

6 unchanged sentences

exercised 168,000 warrants on the cashless exercise basis resulting in the issuance of 121,422 shares of common stock.

September 19, 2024, 350,000 stock purchase warrants having an exercise price of $ 5.00 per share expired.

October 1, 2024, 125,000 stock purchase warrants having an exercise price of $ 5.00 per share expired.

A summary of share purchase warrants outstanding

and exercisable as at August 31, 2024 is as follows:

and exercisable as at November 30, 2024 is as follows:

Schedule of share purchase warrants outstanding and exercisable

2 unchanged sentences

Exercise Price

September 19, 2024

November 4, 2025

November 21, 2025

October 1,2024

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

16 unchanged sentences

Schedule of valuation assumptions

November 30, 2024

February 29, 2024

Expected Risk-Free Interest Rate

12 unchanged sentences

Schedule of valuation assumptions

November 30, 2024

February 29, 2024

Expected Risk-Free Interest Rate

4 unchanged sentences

A continuity schedule

of outstanding stock options as at August 31, 2024, and the changes during the six months periods, is as follows:

of outstanding stock options as at November 30, 2024, and the changes during the nine months periods, is as follows:

Schedule of stock option activity

3 unchanged sentences

Cancelled/Forfeited

Balance, February 28, 2023

Stock Options Grant - July 28, 2023

Balance, August 31, 2024

Balance, November 30, 2024

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

3 unchanged sentences

Schedule of number of issued shares and cash received upon exercise of stock options

November 30, 2024

February 29, 2024

Number of Options Exercised on Forfeiture Basis

7 unchanged sentences

A continuity schedule

of outstanding unvested stock options at August 31, 2024, and the changes during the six months periods, is as follows:

of outstanding unvested stock options at November 30, 2024, and the changes during the nine months periods, is as follows:

Schedule of unvested restricted stock

1 unchanged sentence

Balance, February 29, 2024

Stock Options Grant - July 28, 2023

Vested – July 28, 2024

Vested – December 28, 2023

Vested – July 28, 2024

Balance, August 31, 2024

As at August 31, 2024,

the aggregate intrinsic value of all outstanding stock options granted was estimated at $0 as the current price as of August 30, 2024

Balance, November 30, 2024

As at November 29, 2024,

the aggregate intrinsic value of all outstanding stock options granted was estimated at $0 as the current price as of November 29, 2024

is $ 2.04 , which is lower than the strike price of all outstanding options.

A summary of stock options

outstanding and exercisable as at August 31, 2024 is as follows:

outstanding and exercisable as at November 30, 2024 is as follows:

Schedule of stock options

3 unchanged sentences

Outstanding at

at August 31, 2024

November 30, 2024

Remaining Contractual

at November 30, 2024

Remaining Contractual

$ 7.00 to $ 9.00

1 unchanged sentence

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

3 unchanged sentences

Schedule of basic and diluted earnings per common share

For the six months ended

August 31, 2024

August 31, 2023

For the nine months ended

November 30, 2024

November 30, 2023

Numerator - basic and diluted

13 unchanged sentences

federal corporate income tax of 21 % .

The Company generated a taxable loss for the six

months ended August 31, 2024 and 2023.

Finger Motion Company Limited is incorporated

in Hong Kong and Hong Kong’s profits tax rate is 16.5 % .

Finger Motion Company Limited did not earn any income that was derived in

Hong Kong for the six months ended August 31, 2024 and 2023.

The Company generated a taxable loss for the nine

months ended November 30, 2024 and 2023.

Finger Motion Company Limited, Finger Motion (CN)

Limited and Finger Motion Financial Company Limited were incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5 % .

companies did not earn any income that was derived in Hong Kong for the nine months ended November 30, 2024 and 2023.

The People’s Republic of China (PRC)

JiuGe Management, JiuGe Technology, Beijing XunLian,

and Shanghai TengLian JiuJiu were incorporated in the People’s Republic of China and subject to PRC income tax at 25 % .

Shanghai TengLian JiuJiu and Shanghai KeShunXiang were incorporated in the People’s Republic of China and subject to PRC income

tax at 25 % .

Income tax mainly consists of foreign income tax

at statutory rates and the effects of permanent and temporary differences.

The Company’s effective income tax rates for the six

months ended August 31, 2024 and 2023 are as follows:

The Company’s effective income tax rates for the nine

months ended November 30, 2024 and 2023 are as follows:

Schedule of effective income tax rate reconciliation

For the six months ended

August 31, 2024

August 31, 2023

For the nine months ended

November 30, 2024

November 30, 2023

statutory tax rate

4 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Note 13 - Income Taxes (continued)

At August 31, 2024 and February 29, 2024, the

At November 30, 2024 and February 29, 2024, the

Company has a deferred tax asset of $ 2,893,532 and $ 939,380 , resulting from certain net operating losses in U.S., respectively.

6 unchanged sentences

until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance.

At August 31, 2024

At November 30, 2024

and February 29, 2024, the valuation allowance was $ 2,893,532 and $ 939,380 , respectively.

Schedule of deferred tax assets and liabilities

August 31, 2024

November 30, 2024

February 29, 2024

1 unchanged sentence

Valuation allowance

( 2,893,532 )

Deferred tax asset, net

3 unchanged sentences

claim and litigation against it.

Note 15 – Loan Payable

On June 1, 2024, the Company’s

wholly owned subsidiary, Finger Motion Company Limited (the “ Borrower ”), entered into a loan agreement with Dr.

Yow Ming (the “ Lender ”) whereby the Lender agreed to advance a short-term loan facility of SGD$370,000 (the “ Loan ”)

Note 15 – Loan Payable - shareholders

On June 1, 2024, the Company’s wholly owned

subsidiary, Finger Motion Company Limited (the “ Borrower ”), entered into a loan agreement with Dr.

Liew Yow Ming (the

“ Lender ”) whereby the Lender agreed to advance a short-term loan facility of SGD$370,000 (the “ Loan ”)

to the Borrower for working capital purposes.

7 unchanged sentences

based on a 365-day year, and is payable on a monthly basis on or before the last day of each successive month.

On July 18, 2024, the Company’s

wholly owned subsidiary, Finger Motion Company Limited (the “ Borrower ”), entered into a loan agreement with Dr.

Yow Ming (the “ Lender ”) whereby the Lender agreed to advance a short-term loan facility of SGD$1,500,000 (the “ Loan ”)

On July 18, 2024, the Company’s wholly owned

subsidiary, Finger Motion Company Limited (the “ Borrower ”), entered into a loan agreement with Dr.

Liew Yow Ming (the

“ Lender ”) whereby the Lender agreed to advance a short-term loan facility of SGD$1,500,000 (the “ Loan ”)

to the Borrower for working capital purposes.

As of the date hereof, SGD$1,000,000 of the Loan has been drawn upon by the Borrower.

drawdown portion of the Loan is due one (1) year from the date of the drawdown, unless extended by the Lender.

As of September 4, 2024, the full amount of the Loan has been drawn upon by the Borrower.

Each drawdown portion of the Loan is due one (1) year from the date of the drawdown, unless extended by the Lender.

If the Lender agrees,

4 unchanged sentences

based on a 365-day year, and is payable on a monthly basis on or before the last day of each successive month.

Note 16 - Subsequent Events

On September 4, 2024, the remaining SGD$500,000

of the SGD$1,500,000 Loan has been fully drawn upon by the Borrower.

4, 2024, the Company’s wholly owned subsidiary, Finger Motion Company Limited (the “ Borrower ”), entered into

a loan agreement (the “ Loan Agreement ”) with Rita Chou Phooi Har (the “ Lender ”) whereby the Lender

agreed to advance a short-term loan facility of SGD$250,000 (the “Loan”) to the Borrower for working capital purposes.

As of November 7, 2024, the full amount of the Loan has been drawn upon by the Borrower.

The Loan is due one (1) year from the date of

the drawdown, unless extended by the Lender.

If the Lender agrees, the Borrower may prepay the whole or any part of the Loan by providing

the Lender not less than three (3) business days prior written notice and subject to payment of interest accrued thereon.

Any prepayment

of the Loan shall be in an amount of SGD$50,000 or multiples thereof.

The Loan shall bear interest at the rate of 1.67% per month, any

such interest to accrue from day to day and to be calculated based on a 365-day year, and is payable on a monthly basis on or before the

last day of each successive month.

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

On October 11, 2024, the Company issued 1,095,000

shares of common stock to 15 individuals due to the closing of its private placement at $1.50 per share for gross proceeds of $ 1,642,500 .

In connection with the closing of the private placement, the Company paid cash finder’s fees of an aggregate of $ 158,000 to three

Note 16 - Subsequent Events

On December 3, 2024,

following the resignation of Mr.

Chan as a director of the Company creating a vacancy on each of the Board’s audit committee and

the compensation committee, the Board appointed Hsien Loong Wong as a member of the audit committee of the Board and appointed Yew Poh

Leong as the chair of the audit committee of the Board.

In addition, the Board appointed Eng Ho Ng as a member of the compensation committee

of the Board.

On December 16, 2024,

the Company and Univest Securities, LLC mutually agreed to terminate the At-the-Market Issuance Sales Agreement, dated September 11, 2023,

between the Company and Univest, effective December 16, 2024.

On December 20, 2024,

the Company entered into a securities purchase agreement (the “ Purchase Agreement ”) with certain institutional investors

(the “ Purchasers ”), which provided for the issuance and sale, in a registered direct offering by the Company of (i)

3,333,336 shares of its common stock, par value $0.0001 per share (the “ Common Stock ”) and (ii) warrants (the “ Common

Warrants ”) to purchase up to an aggregate of 5,000,004 shares of its common stock (the “ Offering ”) at a combined

purchase price of $1.50 per share and one and one-half Common Warrants.

Each share of Common Stock was offered together

with one and one-half Common Warrants, with each whole Common Warrant to purchase one share of Common Stock.

The Common Warrants have

an exercise price of $ 1.50 per share of Common Stock.

The Common Warrants are exercisable upon issuance and expire five years from the

date of issuance.

The exercise price of the Common Warrants is subject to adjustment for share dividend, share splits, share combinations

and similar capital transactions, as further described in the Common Warrants.

In addition, the exercise price of the Common Warrants

is subject to reduction in the event of certain Common Stock and Common Stock equivalent issuances, other than certain agreed exempt issuances,

at a price lower than the exercise price of the Common Warrants then in effect.

Furthermore, if at any time on or after the date of issuance

there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving our common stock

(each, a “ Share Combination Event ”) and the lowest daily volume weighted average price during the period commencing

five consecutive trading days immediately preceding and ending immediately after the five consecutive trading days beginning on the date

of such Share Combination Event, is less than the exercise price of the Common Warrants then in effect, then the exercise price of the

Common Warrants will be reduced to the lowest daily volume weighted average price during such period.

The Purchase Agreement contains customary representations

and warranties and agreements of the Company and the Purchasers, and customary indemnification rights and obligations of the parties.

In addition, the Purchase Agreement includes a participation right in favor of the Purchasers under which the Purchasers will be entitled,

for a period of one year following closing, to participate in future equity financings of the Company up to a participation rate of a

maximum of 40% of such offering.

The Company has agreed not to enter into or complete certain equity financings, subject to certain agreed

exemptions, for a 60 day period from the date of closing of the Offering.

In addition, the Company has agreed not to enter into any “Variable

Rate Transactions”, as defined in the Purchase Agreement, for a period of six months following closing of the Offering, provided

that the Company is entitled to proceed with an “at-the-market offering” after the expiry of the initial 60 day period following

Certain directors, officers and 10% stockholders of the Company also entered into lock-up agreements in connection with the Offering

under which they have agreed not to sell or transfer any of their equity securities in the Company for a period of 60 days, subject to

certain customary exceptions.

In connection with the Offering, the Company entered

into a Placement Agency Agreement (the “ Placement Agency Agreement ”) on December 20, 2024 with Roth Capital Partners,

LLC (the “ Placement Agent ”), as the exclusive placement agent in connection with the Offering.

As compensation to the

Placement Agent, the Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds raised in the Offering and issued

to the Placement Agent a placement agent warrant to purchase up to 250,000 shares of Common Stock at an exercise price of $1.88 per share

(the “ Placement Agent Warrant ”) for a term of five years from the date of commencement of sales in the Offering.

Placement Agent Warrant includes adjustment provisions equivalent to the adjustment provisions provided to the Purchasers under the Common

Warrants, as described above.

In addition, the Company has agreed to pay the Placement Agent up to $110,000 for its expenses.

The shares of Common Stock, the Common Warrants

and the Placement Agent Warrants described above and the shares of Common Stock underlying each of the Common Warrants and the Placement

Agent Warrant were offered and sold pursuant to the Registration Statement on Form S-3 (File No.

333-274456), which was declared effective

by the Securities and Exchange Commission on September 29, 2023 (the “ Registration Statement ”).

The Company filed a

prospectus supplement to the base prospectus incorporated in the Registration Statement with the SEC on December 23, 2024 in connection

with the Offering, which closed on December 23, 2024.

The Company received net proceeds of approximately

$ 4.44 million from the Offering, after deducting the estimated offering expenses payable by the Company, including the fees and expenses

of the Placement Agent.

Except for the above, the Company has determined

that it does not have any material subsequent events to disclose in these consolidated financial statements.

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