2 unchanged sentences
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
−Removed: The risks associated with our business, common stock and other factors are those described in the Form 10-K for the year ended August 31, 2024, as filed with the SEC on November 26, 2024.
+Added: The risks associated with our business, common stock and other factors include those described in the Form 10-K for the year ended August 31, 2024, as filed with the SEC on November 26, 2024 and the following:
+Added: There is substantial doubt as to our ability to continue as a going concern, which may affect our ability to obtain future financing and may require us to curtail or cease our operations.
+Added: Our consolidated financial statements as of February 28, 2025 were prepared under the assumption that we will continue as a going concern.
+Added: As of February 28, 2025, we had unrestricted cash and cash equivalents of approximately $6.5 million to settle $1.8 million in current liabilities.
+Added: Our ability to continue as a going concern will depend on our ability to obtain additional equity, effect a collaborative or strategic partnership, reduce or contain expenditures, and, ultimately, to generate revenue.
+Added: Based on these factors, management determined that there is substantial doubt as to our ability to continue as a going concern.
+Added: If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or part of their investment.
+Added: If we seek additional financing to fund our business activities as a result of the substantial doubt as to our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all.
Recent Sales of Unregistered Equity Securities
−Removed: During the quarter ended November 30, 2024 the Company did not issue any unregistered equity securities.
+Added: During the quarter ended February 28, 2025, the Company did not issue any unregistered equity securities.
Rule 10b5-1 Trading Plans
Our Insider Trading Policy provides that our insiders, employees and consultants may enter into trading plans to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
−Removed: During the fiscal quarter ended November 30, 2024, none of the Company’s insiders had entered into a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act of 1933).
+Added: During the fiscal quarter ended February 28, 2025, none of the Company’s insiders had entered into a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act of 1933).
Exhibits, Financial Statement Schedules
10 unchanged sentences
Material Contracts
−Removed: Executive Employment Agreement dated October 1, 2024 with Michael Shankman (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K filed November 26, 2024)
−Removed: Engagement Agreement by and between the Company and H.C.
−Removed: Wainwright & Co., LLC, dated September 4, 2024 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed October 16, 2024)
−Removed: Form of Securities Purchase Agreement with certain purchasers dated October 14, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed October 16, 2024)
−Removed: Project Agreement effective December 2, 2024 with Novotech (Australia) Pty Limited
−Removed: Executive Employment Agreement dated December 31, 2024 with John Docherty
+Added: Project Agreement dated December 2, 2024 with Novotech (Australia) Pty Limited (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed January 10, 2025)
+Added: Executive Employment Agreement dated December 31, 2024 with John Docherty (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed January 10, 2025)
+Added: Form of Director Services Agreement
Rule 13(a) - 14 (a)/15(d) - 14(a)
19 unchanged sentences
(Principal Executive Officer)
−Removed: January 10, 2025
+Added: April 14, 2025
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
3 unchanged sentences
(Principal Executive Officer)
−Removed: January 10, 2025
+Added: April 14, 2025
/s/ Michael Shankman
2 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: January 10, 2025
+Added: April 14, 2025
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.