What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-13 compared with 2024-05-14 · 257 added, 217 removed, 502 unchanged (49% of the section changed)

24 unchanged sentences

Common stock, par value $ 0.0001 , 100,000,000 shares authorized;

1,043,248 and 1,041,582 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

1,044,081 and 1,041,582 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

10 unchanged sentences

AND COMPREHENSIVE LOSS

For the Three Months Ended

For the Three Months

Ended June 30,

For the Six Months Ended

Operating expenses:

4 unchanged sentences

( 3,828,701 )

Other income:

( 7,985,808 )

( 7,041,253 )

Other income (expense):

Change in fair value of warrant liabilities

4 unchanged sentences

( 3,598,084 )

( 7,727,089 )

( 6,863,894 )

Provision for income taxes

2 unchanged sentences

$ ( 3,598,084 )

$ ( 7,727,089 )

$ ( 6,863,894 )

Net loss from discontinued operations, net of tax

1 unchanged sentence

$ ( 3,763,230 )

$ ( 7,727,089 )

$ ( 7,300,909 )

Weighted-average common shares outstanding, basic and diluted

4 unchanged sentences

$ ( 3,763,230 )

$ ( 7,727,089 )

$ ( 7,300,909 )

Foreign currency translation

2 unchanged sentences

$ ( 3,763,547 )

$ ( 7,730,621 )

$ ( 7,303,709 )

See accompanying notes to the unaudited condensed

15 unchanged sentences

$ ( 39,179,378 )

Stock-based compensation:

-restricted stock units

-stock options

Foreign currency translation

( 3,866,249 )

Balance at June 30, 2024

$ ( 43,045,627 )

Balance at January 1, 2023

8 unchanged sentences

$ ( 22,894,559 )

Stock-based compensation:

-restricted stock units

-stock options

Foreign currency translation

( 3,763,230 )

Balance at June 30, 2023

$ ( 26,657,789 )

See accompanying notes to the unaudited condensed

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Non-cash lease expense

Gain on sale of assets

Changes in operating assets and liabilities:

Due from related party

Prepaid expenses

Accounts payable and accrued liabilities

( 1,157,508 )

Lease liabilities

3 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

of property and equipment

Purchase of property and equipment

Net cash proceeds from sale of assets

Net cash used in investing activities

1 unchanged sentence

Note payable proceeds

payments on note payable

Principal payments on note payable

Net cash provided by financing activities

1 unchanged sentence

Net cash used in operating activities of discontinued operations

Net cash provided by (used in) investing activities of discontinued operations

Net cash provided by investing activities of discontinued operations

NET CHANGE IN CASH

9 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2024 AND 2023

NOTE 1 – NATURE OF THE ORGANIZATION AND

64 unchanged sentences

Liquidity and Capital Resources

As of March 31, 2024, the Company had approximately

As of June 30, 2024, the Company had approximately

$ 8.0 million of cash and cash equivalents and working capital of approximately $ 7.2 million.

The Company’s major sources

of cash have been comprised of proceeds from various private offerings, the Initial Public Offering and the exercise of warrants.

The Company’s major sources of

cash have been comprised of proceeds from various private offerings, the Initial Public Offering and the exercise of warrants.

Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue

4 unchanged sentences

Going Concern Uncertainty

The accompanying unaudited condensed consolidated financial statements

have been prepared as if the Company will continue as a going concern.

The Company has incurred significant operating losses and negative

cash flows from operations since inception.

On March 31, 2024, the Company had cash and cash equivalents of approximately $ 12.0 million

and an accumulated deficit of approximately $ 39.2 million.

The Company has incurred recurring losses, has experienced recurring

negative operating cash flows, and requires significant cash resources to execute its business plans.

The accompanying unaudited condensed consolidated

financial statements have been prepared as if the Company will continue as a going concern.

The Company has incurred significant operating

losses and negative cash flows from operations since inception.

On June 30, 2024, the Company had cash and cash equivalents of approximately

$8.0 million and an accumulated deficit of approximately $ 43.0 million.

The Company has incurred recurring losses, has experienced

recurring negative operating cash flows, and requires significant cash resources to execute its business plans.

Historically, the Company’s

59 unchanged sentences

integrin as a potential treatment for ALS.

There was no grant income recognized for the three months ended March 31, 2024 and March 31,

There was no grant income recognized for the six months ended June 30, 2024 and 2023.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents, classified as trading securities.

had cash equivalents of $ 10.6 million and $ 13.4 million as of March 31, 2024 and December 31, 2023, respectively.

The Company considers all short-term investments with an original maturity

of three months or less when purchased to be cash equivalents, classified as trading securities.

The Company had cash equivalents of $ 7.1

million and $ 13.4 million as of June 30, 2024 and December 31, 2023, respectively.

Property and Equipment and Depreciation

29 unchanged sentences

Depository Insurance Coverage of $ 250,000 .

As of March 31, 2024, the Company has not experienced losses on this account and management

As of June 30, 2024, the Company has not experienced losses on this account and management

believes the Company is not exposed to significant risks on such account.

5 unchanged sentences

Fair Value Measurements

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and

the lowest priority to unobservable inputs (Level 3 measurements).

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

8 unchanged sentences

Significant unobservable

Cash equivalents, March 31, 2024

Cash equivalents, June 30, 2024

Cash equivalents, December 31, 2023

Public warrant liabilities, March 31, 2024

Representative warrant liabilities, March 31, 2024

Public warrant liabilities, June 30, 2024

Representative warrant liabilities, June 30, 2024

Public warrant liabilities, December 31, 2023

Representative warrant liabilities, December 31, 2023

The following table presents a reconciliation

The following tables present a reconciliation

of the Level 3 Representative Warrants liabilities:

Three months ended

Representative warrant liabilities, April 1

Change in fair value

Representative warrant liabilities, June 30

Six months ended

Representative warrant liabilities, January 1

Change in fair value

Representative warrant liabilities, March 31

Representative warrant liabilities, June 30

The change in fair value of the Representative

5 unchanged sentences

The fair value of the liability associated with

the Public Warrants as of March 31, 2024 was based on the quoted closing price on The Nasdaq Capital Market and is classified as Level

The fair value of the liability associated with the Representative Warrants as of March 31, 2024 was based on an estimate of the relative

the Public Warrants as of June 30, 2024 was based on the quoted closing price on The Nasdaq Capital Market and is classified as Level

The fair value of the liability associated with the Representative Warrants as of June 30, 2024 was based on an estimate of the relative

fair value to the Public Warrants, accounting for a small difference in the exercise price, and is classified as Level 3.

12 unchanged sentences

because including them would have had an anti-dilutive effect:

Three months ended

Six Months Ended

Stock options

30 unchanged sentences

standards for reporting and display of comprehensive income (loss) and its components in a full set of general-purpose financial statements.

As of March 31, 2024 and December 31, 2023, the Company had no material items of other comprehensive income (loss) except for the foreign

As of June 30, 2024 and December 31, 2023, the Company had no material items of other comprehensive income (loss) except for the foreign

currency translation adjustment.

45 unchanged sentences

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective,

accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed

consolidated financial statements.

NOTE 3 – PROPERTY AND EQUIPMENT, NET

1 unchanged sentence

Leasehold improvements

Medical equipment

Laboratory equipment

Office equipment

14 unchanged sentences

Starting January 1, 2024, the monthly rent increased to $ 16,656 .

had no remaining lease payments as of June 30, 2024.

This lease was accounted for as an operating lease

7 unchanged sentences

The interest rate used in calculating the fair value listed above was 7.8 %.

As of March 31, 2024, the Company recognized total

ROU assets and lease liabilities as follows:

As of June 30, 2024 and December 31, 2023, the

Company recognized total ROU assets and lease liabilities as follows:

Non-current leases - right of use assets

3 unchanged sentences

Cash paid for amounts included in the measurement of operating lease liabilities

The following table summarizes the maturity of

the Company’s operating lease payments as of March 31, 2024:

2024 (remaining)

Total future minimum lease payments

Amount representing interest

Present value of net future minimum lease payments

NOTE 5 – INTANGIBLE ASSETS AND GOODWILL

NOTE 5 – INTANGIBLE ASSETS

Intangible assets, net consists of the following:

March 31, 2024

June 30, 2024

December 31, 2023

6 unchanged sentences

$ ( 630,164 )

As of March 31, 2024, future expected amortization expense of Intangible

As of June 30, 2024, future expected amortization expense of Intangible

assets was as follows:

1 unchanged sentence

Remaining future amortization expense

There were no changes to goodwill for the three

months ended March 31, 2024.

NOTE 6 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue an aggregate

of 105,000,000 shares.

There were no changes to goodwill for the six

months ended June 30, 2024.

6 – STOCKHOLDERS’ EQUITY

Company is authorized to issue an aggregate of 105,000,000 shares.

The authorized capital stock is divided into:

(i) 100,000,000 shares of Common Stock having a par value of $ 0.0001

per share and (ii) 5,000,000 shares of preferred stock having a par value of $ 0.0001 per share.

The Company had 1,043,248 and 1,306,087 shares

of its Common Stock issued and outstanding at March 31, 2024 and 2023, respectively.

Each holder of Common Stock is entitled to one vote

for each share of Common Stock held on all matters submitted to a vote of the stockholders.

Our Second Amended and Restated Certificate

of Incorporation and Second Amended and Restated Bylaws do not provide for cumulative voting rights.

In addition, the holders of our Common Stock will

be entitled to receive ratably such dividends, if any, as may be declared by the Board out of legally available funds;

however, the current

policy of our Board is to retain earnings, if any, for operations and growth.

Upon liquidation, dissolution or winding-up, the holders

of our Common Stock will be entitled to share ratably in all assets that are legally available for distribution.

Holders of our Common Stock have no preemptive,

conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the Common Stock.

preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders

of shares of any series of our preferred stock that we may designate and issue in the future.

Effective January 2, 2024, the Company amended

its Second Amended and Restated Certificate of Incorporation to effect a one-for-twenty ( 1 :

20 ) reverse stock split of our outstanding

shares of Common Stock.

(i) 100,000,000 shares

of Common Stock having a par value of $ 0.0001 per share and (ii) 5,000,000 shares of preferred stock having a par value of $ 0.0001 per

The Company had 1,044,081 and 1,041,582 shares of its Common Stock

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

holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of the

stockholders.

Our Second Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws do not provide for

cumulative voting rights.

addition, the holders of our Common Stock will be entitled to receive ratably such dividends, if any, as may be declared by the Board

out of legally available funds;

however, the current policy of our Board is to retain earnings, if any, for operations and growth.

liquidation, dissolution or winding-up, the holders of our Common Stock will be entitled to share ratably in all assets that are legally

available for distribution.

of our Common Stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable

to the Common Stock.

The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected

by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.

January 2, 2024, the Company amended its Second Amended and Restated Certificate of Incorporation to effect a one-for-twenty ( 1 :

stock split of our outstanding shares of Common Stock.

No fractional shares were issued as a result of the reverse stock split.

Any fractional shares resulting from

the reverse stock split were paid in cash.

The reverse stock split did not otherwise affect any of the rights currently accruing to holders

of our Common Stock.

Any fractional

shares resulting from the reverse stock split were paid in cash.

The reverse stock split did not otherwise affect any of the rights currently

accruing to holders of our Common Stock.

Stock Incentive Plan

The Board and stockholders have adopted and approved

the Company’s 2023 Stock Incentive Plan (the “2023 Plan”) which took effect on December 19, 2023.

The 2023 Plan allows

for the issuance of securities, including stock options, restricted stock, and restricted stock units (“RSUs”) to employees,

Board members and consultants.

The initial number of shares of Common Stock available for issuance under the 2023 Plan was 125,000

shares plus 28,389 unused shares reserved under the Company’s 2021 Stock Incentive Plan, which will, on January 1 of each calendar

year, beginning on January 1, 2024 and ending on and including January 1, 2033, unless the Board decides otherwise, automatically increase

to equal to the lessor of (A) three percent ( 3 %) of the number of shares of Common Stock outstanding on the final day of the immediately

preceding calendar year or (B) such smaller number of Shares as is determined by the Board.

On January 1, 2024, the number of shares of Common

Stock available for issuance under the 2023 Plan automatically increased by 31,254 shares.

As of March 31, 2024, a total of 184,643 shares

of Common Stock were available under the 2023 Plan, of which 104,433 shares were issued and outstanding and 80,210 shares were available

for potential issuances.

Common Stock Issuances for the Three Months

Ended March 31, 2024

During the three months ended March 31, 2024, the Company issued 1,666

shares of Common Stock due to the vesting of restricted stock units (“RSUs”) and recognized approximately $ 48,000 of stock-based

compensation expense related to its outstanding RSUs.

Stock-based compensation expense related to the Company’s RSUs is recognized

within general and administrative expense on the condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2024, the remaining unamortized

RSU stock-based compensation expense was approximately $ 69,000 .

Stock Issuances for the Three Months Ended March 31, 2023

During the three months ended

March 31, 2023, the Company issued 4,166 shares of Common Stock due to the vesting of RSUs and recognized approximately $ 24,000 of

stock-based compensation expense related to its outstanding RSUs.

Board and stockholders have adopted and approved the Company’s 2023 Stock Incentive Plan (the “2023 Plan”) which took

effect on December 19, 2023.

The 2023 Plan allows for the issuance of securities, including stock options, restricted stock, and restricted

stock units (“RSUs”) to employees, Board members and consultants.

The initial number of shares of Common Stock available

for issuance under the 2023 Plan was 125,000 shares plus 28,389 unused shares reserved under the Company’s 2021 Stock Incentive

Plan, which will, on January 1 of each calendar year, beginning on January 1, 2024 and ending on and including January 1, 2033, unless

the Board decides otherwise, automatically increase to equal to the lessor of (A) three percent ( 3 %) of the number of shares of Common

Stock outstanding on the final day of the immediately preceding calendar year or (B) such smaller number of Shares as is determined by

January 1, 2024, the number of shares of Common Stock available for issuance under the 2023 Plan automatically increased by 31,254 shares.

As of June 30, 2024, a total of 184,643 shares of Common Stock were available under the 2023 Plan, of which 104,433 shares were issued

and outstanding and 80,210 shares were available for potential issuances.

Stock Issuances for the Three and Six Months Ended June 30, 2024

During the three and six months ended June 30, 2024, the Company issued

833 and 2,499 shares of Common Stock, respectively, due to the vesting of restricted stock units (“RSUs”) and recognized approximately

$ 24,000 and $ 72,000 of stock-based compensation expense, respectively, related to its outstanding RSUs.

Stock-based compensation expense

related to the Company’s RSUs is recognized within general and administrative expense on the condensed consolidated statements of

operations and comprehensive loss.

of June 30, 2024, the remaining unamortized RSU stock-based compensation expense was approximately $ 45,000 with remaining six months of amortization.

Stock Issuances for the Three and Six Months Ended June 30, 2023

During the three and six months ended June 30, 2023, the Company issued

833 and 4,999 shares of Common Stock, respectively, due to the vesting of RSUs, and recognized approximately $ 24,000 and $ 48,000 , respectively,

of stock-based compensation expense related to its outstanding RSUs.

Stock-based compensation expense related to the Company’s RSUs

is recognized within general and administrative expense on the condensed consolidated statements of operations and comprehensive

31, 2023, remaining unamortized RSU stock-based compensation expense was approximately $ 165,500 .

NOTE 7 – STOCK OPTIONS

Stock Options Issued, Vested and Cancelled

During the three months ended March

31, 2024 , the Company issued stock options under the 2023 Plan to employees, to purchase an aggregate of 104,433 shares of Common

Stock with a strike price equal to $ 8.13 per share and a term of ten years .

Of the stock options granted, stock options to purchase an

aggregate of 37,433 shares of Common Stock were fully vested at issuance and the remaining stock options are subject to time-based vesting

over a term ranging between one to three years.

These stock options had a total fair value of approximately $ 657,000 , as calculated using

the Black-Scholes pricing model with the following assumptions:

volatility of 88.41 %, discount rate of 4.20 %, expected term of 6.5 years,

and an exercise price of $ 8.13 .

During the three months ended March

31, 2024 , stock options to purchase an aggregate of 42,767 shares of Common Stock, subject to time-based milestone vesting conditions,

Stock-Based Compensation

For the three months ended March

31, 2024 and 2023, total stock-based compensation expense related to the Company’s stock options was approximately $ 298,000 and

$ 153,000 , respectively.

For the three months ended March 31, 2024, the Company recognized approximately $ 184,000 of stock-based compensation

related to its stock options within general and administrative expense, and approximately $ 114,000 within research and development expense

on the condensed consolidated statements of operations and comprehensive loss .

For the three

months ended March 31, 2023, all stock-based compensation expense was recorded within general and administrative expense on the

condensed consolidated statements of operations and comprehensive loss .

The following

table summarizes the activity related to the Company’s stock options for the three months ended March 31, 2024:

Number of Options

Weighted average

is recognized within general and administrative expense in the condensed consolidated statements of operations and comprehensive loss.

of June 30, 2023, remaining unamortized RSU stock-based compensation expense was approximately $ 142,000 with remaining 18 months of

amortization.

Company did not grant any RSUs or restricted stock during the three and six months ended June 30, 2023.

7 – STOCK OPTIONS

Options Issued, Vested and Cancelled

During the three months ended June

30, 2024 , the Company did not issue any stock options.

During the three months ended June 30, 2024, stock options to purchase an

aggregate of 4,771 shares of Common Stock, subject to time-based milestone vesting conditions, vested.

the six months ended June 30, 2024, the Company issued stock options under the 2023 Plan to employees, to purchase an aggregate of 104,433

shares of Common Stock with a strike price equal to $ 8.13 per share and a term of ten years .

Of the stock options granted, stock options

to purchase an aggregate of 37,433 shares of Common Stock were fully vested at issuance and the remaining stock options are subject to

time-based vesting over a term ranging between one to three years .

These stock options had a total fair value of approximately $ 657,000 ,

as calculated using the Black-Scholes pricing model with the following assumptions:

volatility of 88.41 %, discount rate of 4.20 %, expected

term of 6.5 years, and an exercise price of $ 8.13 .

the six months ended June 30, 2024, stock options to purchase an aggregate of 47,538 shares of Common Stock, subject to time-based milestone

vesting conditions, vested.

the three months ended June 30, 2024 and 2023, total stock-based compensation expense related to the Company’s stock options was

approximately $ 135,000 and $ 195,000 , respectively.

For the three months ended June 30, 2024, the Company recognized approximately $ 107,000

of stock-based compensation related to its stock options within general and administrative expense, and approximately $ 28,000 within

research and development expense on the condensed consolidated

statements of operations and comprehensive loss .

For the three months ended June 30, 2023, all

stock-based compensation expense was recorded within general and administrative expense on the condensed consolidated statements

of operations and comprehensive loss .

the six months ended June 30, 2024 and 2023, total stock-based compensation expense related to the Company’s stock options was

approximately $ 432,000 and approximately $ 348,000 , respectively.

For the six months ended June 30, 2024, the Company recognized approximately

$ 290,000 of stock-based compensation related to its options within general and administrative expense, and approximately $ 142,000 within

research and development expense.

For the six months ended June 30, 2023, all stock-based compensation expense was recorded within general and administrative expense.

following table summarizes the activity related to the Company’s stock options for the six months ended June 30, 2024:

Number of Options Weighted average

share Weighted average

contractual term

(years) Aggregate

intrinsic value

1 unchanged sentence

Outstanding, January 1, 2024 99,000 $ 32.38 8.55 $ -

Granted 104,433 8.13 9.67 -

Expired/Cancelled ( 5,354 ) 9.82 -

Outstanding, March 31, 2024

Exercisable, March 31, 2024

As of March 31, 2024 ,

the remaining unamortized stock-based compensation expense related to the stock options was approximately $ 729,000 .

NOTE 8 – WARRANTS

31, 2024 , the fair value of the Public Warrants was approximately $ 0.246 per Public Warrant based on the closing price of the warrants

on The Nasdaq Capital Market.

The fair value of the Representative Warrants was approximately $ 0.256 per Representative Warrant, which

was based on the relative fair value to the Public Warrants.

The following table summarizes the Company’s

outstanding warrants:

Exercise Price

Number of Warrants

Weighted-average

Outstanding, June 30, 2024 198,079 $ 20.21 8.89 -

Exercisable, June 30, 2024 103,038 $ 28.47 8.57 $ -

of June 30, 2024 , the remaining unamortized stock-based compensation expense related to

the stock options was approximately $ 610,000 with remaining 31 months of amortization.

of June 30, 2024 , the fair value of the Public Warrants was approximately $ 0.398 per Public

Warrant based on the closing price of the warrants on The Nasdaq Capital Market.

The fair value of the Representative Warrants was approximately

$ 0.414 per Representative Warrant, which was based on the relative fair value to the Public Warrants.

following table summarizes the Company’s outstanding warrants:

Exercise Price Number of Warrants Weighted-average

remaining contractual

Weighted-average

term (years) Weighted-average

exercise price

During the three months ended March 31, 2024,

the Company issued warrants to purchase an aggregate of 1,500 shares of Common Stock in exchange for consulting services.

were issued on March 1, 2024 and become exercisable in twelve equal monthly installments commencing on April 1, 2024 at $ 8.13 per share.

The warrants expire ten years from the date of issuance.

For the three months ended March

31, 2024 and 2023, total stock-based compensation expense related to the Company’s warrants was approximately $ 787 and zero , respectively,

$ 8.13 1,500 9.67

$ 37.60 100,000 3.13

$ 70.00 434,000 2.40

$ 120.00 13,800 2.21

$ 125.00 220,000 2.21

769,300 2.45 $ 82.29

During the three months ended June 30, 2024, the Company did not issue

any warrants.

During the six months ended June 30, 2024, the Company issued warrants

to purchase an aggregate of 1,500 shares of Common Stock in exchange for consulting services.

The warrants were issued on March 1, 2024

and become exercisable in twelve equal monthly instalments commencing on April 1, 2024 at $ 8.13 per share.

The warrants expire ten years

from the date of issuance.

For the three months ended June

30, 2024 and 2023, total stock-based compensation expense related to the Company’s warrants was approximately $ 2,360 and $ 0 , respectively,

and is recognized within general and administrative expense on the condensed consolidated statements of operations and comprehensive

No warrants were expired/cancelled or exercised

during the three months ended March 31, 2024 .

NOTE 9 – COMMITMENTS AND CONTINGENCIES

For the six months ended June

30, 2024 and 2023, total stock-based compensation expense related to the Company’s warrants was approximately $ 3,147 and $ 0 , respectively,

and is recognized within general and administrative expense on the condensed consolidated statements of operations and comprehensive

warrants were expired/cancelled or exercised during the six months ended June 30, 2024 .

9 – COMMITMENTS AND CONTINGENCIES

and Regulatory Environment

The healthcare

industry is subject to numerous laws and regulations of federal, state and local governments.

These laws and regulations include, but

are not limited to, matters such as licensure, accreditation, government healthcare program participation requirement, reimbursement for

patient services and Medicare and Medicaid fraud and abuse.

Government activity has increased with respect to investigations and allegations

concerning possible violations of fraud and abuse statutes and regulations by healthcare providers.

healthcare industry is subject to numerous laws and regulations of federal, state and local governments.

These laws and regulations include,

but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirement, reimbursement

for patient services and Medicare and Medicaid fraud and abuse.

Government activity has increased with respect to investigations and

allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers.

of these laws and regulations could result in expulsion from government healthcare programs, together with the imposition of significant

5 unchanged sentences

well as regulatory actions unknown or unasserted at this time.

NOTE 10 – DISCONTINUED OPERATIONS

During the year ended December 31, 2023, we sold

and disposed of our assets associated with the Clinics operations in Los Angeles, CA and disposed of our services in the U.K.

associated with the related property in Los Angeles was assumed by the buyer in the transaction.

As of March 31, 2024 and December 31, 2023, the

carrying amounts of the classes of assets and liabilities related to the discontinued operations of the Clinics operations were $ 0 .

The results of operations from discontinued operations for

the three months ended March 31, 2024 and 2023, have been reflected in the condensed consolidated

statements of operations and consist of the following:

10 – DISCONTINUED OPERATIONS

During the year ended December 31, 2023, the Company sold and disposed

of our assets associated with the Clinics operations in Los Angeles, CA and disposed of our services in the U.K.

The lease associated

with the related property in Los Angeles was assumed by the buyer in the transaction.

of June 30, 2024 and December 31, 2023, the carrying amounts of the classes of assets and liabilities related to the discontinued operations

of the Clinics operations were $ 0 .

results of operations from discontinued operations for the three and six months ended June

30, 2024 and 2023, have been reflected in the condensed consolidated statements of operations and consist of the following:

Three Months Ended

Six Months Ended

Cost of services

1 unchanged sentence

Loss from discontinued operations

Gain on sale of assets

Loss from discontinued operations, before income tax

Income tax expense

Net loss from discontinued operations, net of tax

$ ( 165,146 )

$ ( 437,015 )

Weighted-average common shares outstanding, basic and diluted

Basic and diluted loss per share from discontinued operations

In accordance with U.S.

GAAP, only expenses specifically

identifiable and related to a business to be disposed may be allocated to discontinued operations.

As such, the general and administrative

expenses recorded in discontinued operations include corporate costs incurred directly in support of the Clinics business.

The following table presents non-cash items related to discontinued

operations, which are included in the Company’s condensed consolidated statement of cash flows for the three months ended March

Supplemental disclosure of cash flow information:

Amount due from sale of assets

NOTE 11 – RELATED PARTY TRANSACTIONS

PsychoGenics, Inc.

In April 2023 we entered into a contract

with PsychoGenics, Inc.

accordance with U.S.

GAAP, only expenses specifically identifiable and related to a business to be disposed may be allocated to discontinued

As such, the general and administrative expenses recorded in discontinued operations include corporate costs incurred directly

in support of the Clinics business.

11 – RELATED PARTY TRANSACTIONS

PsychoGenics,

In April 2023 we entered into a contract with PsychoGenics, Inc.

(“PsychoGenics”) for the conduct of one of our preclinical studies.

PsychoGenics is a contract manufacturing

organization with extensive experience running preclinical and clinical.

PsychoGenics is a contract manufacturing organization

with extensive preclinical experience in CNS and orphan disorders.

Pursuant to the contract, we made aggregate payments to PsychoGenics

totaling approximately $ 0.3 million over the term of the contract.

totalling approximately $ 0.3 million over the term of the contract.

The contract was completed in September 2023.

Emer Leahy, a member of our Board, is

the current Chief Executive Officer and a less than 5 % owner of PsychoGenics.

Consulting Agreement With Prof.

Leahy, a member of our Board, is the current Chief Executive Officer and a less than 5 % owner of PsychoGenics.

Agreement With Prof.

Lawrence Steinman

The Steinman Consulting Agreement memorializes

the compensation arrangements pursuant to which Prof.

Steinman has been compensated for his services to our Company, as previously disclosed

in our public filings.

Steinman Consulting Agreement memorializes the compensation arrangements pursuant to which Prof.

Steinman has been compensated for his

services to our Company, as previously disclosed in our public filings.

Pursuant to the Steinman Consulting Agreement, Prof.

Steinman provides a variety of consulting and advisory services

relating principally to the clinical and commercial development of our product candidates, including our research and development strategy

through all phases of discovery and preclinical development, identifying potential partners for our pre-clinical assets, and business

development efforts related to our pre-clinical assets, among other things.

provides a variety of consulting and advisory services relating principally to the clinical and commercial development of our product

candidates, including our research and development strategy through all phases of discovery and preclinical development, identifying

potential partners for our pre-clinical assets, and business development efforts related to our pre-clinical assets, among other things.

Pursuant to the Steinman Consulting Agreement, Prof.

receives $ 25,000 per quarter for his services.

NOTE 12 – SUBSEQUENT EVENTS

The Company has evaluated events and transactions

subsequent to March 31, 2024 through the date these condensed consolidated financial statements were included on Form 10-Q and filed with

Steinman receives $ 25,000 per quarter for his services.

12 – SUBSEQUENT EVENTS

Company has evaluated events and transactions subsequent to June 30, 2024 through the date these condensed consolidated financial statements

were included on Form 10-Q and filed with the SEC.

There are no subsequent events identified that would require disclosure.

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