What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-02-19 compared with 2024-11-14 · 458 added, 311 removed, 623 unchanged (55% of the section changed)

9 unchanged sentences

The results for the period ended

September 30, 2024, are not necessarily indicative of the results of operations for the full year.

December 31, 2024, are not necessarily indicative of the results of operations for the full year.

These financial statements and related

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

and other assets

CURRENT ASSETS:

and equipment, net

life intangible assets, net

and other assets

lease right-of-use assets

Insurance receivable

Prepaids and other assets

Total Current Assets

Property and equipment, net

OTHER ASSETS:

Definite life intangible assets, net

Deposits and other assets

Operating lease right-of-use assets

Total Other Assets

$ 111,340,272

$ 163,129,450

payable – trade

CURRENT LIABILITIES:

consideration liability

notes payable

portion of operating lease liabilities

payable – related parties, net

Current Liabilities

lease liabilities, net of current portion

Accounts payable – trade

Accrued expenses

Other current liabilities

Contingent consideration liability

Convertible notes payable

Current portion of operating lease liabilities

Notes payable – related parties, net

Total Current Liabilities

NON-CURRENT LIABILITIES:

and Contingencies (Note 7)

STOCKHOLDERS’

stock, $ 0.0001

shares authorized;

shares issued and outstanding

Stock, par value $ 0.0001 ,

Operating lease liabilities, net of current portion

Total Non-Current Liabilities

Total Liabilities

Commitments and Contingencies (Note 7)

STOCKHOLDERS’ EQUITY:

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized;

shares issued and outstanding at September

30, 2024, and 155,027,245

shares issued and outstanding at June 30,

paid-in capital

no shares issued and outstanding

Common Stock, par value $ 0.0001 , 350,000,000 shares authorized, 162,142,907 shares issued and outstanding at December 31, 2024, and 158,452,644 shares issued and outstanding at June 30, 2024

Additional paid-in capital

Accumulated deficit

( 383,919,510 )

( 332,455,081 )

other comprehensive income (loss)

Stockholders’ Equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accumulated other comprehensive income (loss)

( 3,847,603 )

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 111,340,272

See accompanying notes to the unaudited condensed consolidated

financial statements.

$ 163,129,450

See accompanying notes to the unaudited condensed

consolidated financial statements.

RENOVARO INC.

2 unchanged sentences

For the Three Months Ended

September 30,

For the Six Months Ended

Operating Expenses

7 unchanged sentences

( 4,270,075 )

Other Income (Expense)

( 57,884,869 )

( 13,154,189 )

Other Income (Expenses)

Change in fair value of contingent consideration

( 2,590,000 )

Loss on extinguishment of debt

Interest expense

Interest income and other income (expense)

Interest and other income

Total Other Income (Expense)

1 unchanged sentence

$ ( 7,252,394 )

BASIC AND DILUTED NET LOSS PER SHARE

$ ( 4,529,121 )

$ ( 51,464,429 )

$ ( 13,704,149 )

BASIC AND DILUTED LOSS PER SHARE

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - BASIC AND DILUTED

5 unchanged sentences

For the Three Months Ended

September 30,

For the Six Months Ended

$ ( 7,252,394 )

$ ( 4,529,121 )

$ ( 51,464,429 )

$ ( 13,704,149 )

Other Comprehensive Income (Loss)

Foreign Currency Translation, net of taxes

( 10,144,818 )

( 3,676,757 )

Comprehensive Loss

1 unchanged sentence

$ ( 4,491,869 )

$ ( 55,141,186 )

$ ( 13,701,498 )

See accompanying notes to the unaudited condensed consolidated

10 unchanged sentences

Accumulated Other Comprehensive Income

June 30, 2023

$ 290,554,875

$ ( 244,029,253 )

Issuance of preferred stock and warrants in private placement

7 unchanged sentences

( 253,204,281 )

Stock issued pursuant to warrants exercised

Restricted shares issued for advisory services

Stock-based compensation

( 4,529,121 )

Foreign currency translation adjustment

December 31, 2023

$ 301,349,389

$ ( 257,733,402 )

# of Series A Preferred Shares

Series A Preferred Shares Amount

Common Shares

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

June 30, 2024

$ 464,587,224

$ ( 332,455,081 )

$ ( 170,846 )

$ 131,977,144

Issuance of common stock under private placement offering

7 unchanged sentences

( 376,667,116 )

Issuance of common stock under private placement offering

Restricted shares issued for services rendered

Restricted shares issued for executive compensation

Stock-based compensation

( 7,252,394 )

Foreign currency translation adjustment

( 10,144,818 )

December 31, 2024

$ 469,810,215

$ ( 383,919,510 )

$ ( 3,847,603 )

See accompanying notes to the unaudited condensed consolidated

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

September 30,

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Stock-based compensation expense

Restricted shares for services rendered

Restricted shares for services rendered (including $137,000 of compensation expense)

Goodwill impairment

13 unchanged sentences

( 1,073,625 )

Purchase of property and equipment

NET CASH USED IN INVESTING ACTIVITIES

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of convertible promissory notes

Proceeds from issuance of promissory notes

Repayment of finance agreement

1 unchanged sentence

Proceeds from notes payable

Proceeds from exercise of warrants

NET CASH PROVIDED BY FINANCING ACTIVITIES

7 unchanged sentences

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES

Finance agreement entered into in exchange for prepaid assets

Conversion of note payable for issuance of preferred stock

Debt discount related to convertible promissory notes

Debt discount related to notes payable

Cancellation of restricted stock awards

6 unchanged sentences

ACCOUNTING POLICIES

– On February 13, 2024, the Company changed its corporate name from Renovaro

Biosciences Inc.

– On February 13, 2024, the Company changed its corporate name from Renovaro Biosciences Inc.

to Renovaro Inc.

(“Renovaro”, and together with its subsidiaries, the “Company”, “we”

and together with its subsidiaries, the “Company”, “we” or “us”).

Renovaro Inc.

operates through two subsidiaries, Renovaro Biosciences and Renovaro Cube.

Renovaro Cube refers to

Renovaro Cube Intl Ltd.

operates through two

subsidiaries, Renovaro Biosciences and Renovaro Cube.

Renovaro Cube refers to Renovaro Cube Intl Ltd.

(formerly known as GediCube Intl.

Ltd.) and its wholly owned subsidiaries GediCube, B.V.

and Grace Systems B.V.,

which were acquired on February 13, 2024.

and Grace Systems B.V., which were acquired on February 13, 2024.

Renovaro Biosciences is a biotechnology

7 unchanged sentences

Basis of Presentation –

The Company prepares consolidated financial statements in accordance with accounting

principles generally accepted in the United States of America (“U.S.

The Company prepares consolidated financial statements in accordance with accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) and follows the rules and regulations of the U.S.

1 unchanged sentence

The accompanying financial statements are unaudited.

In the opinion of management,

all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations

and cash flows at September 30, 2024, and 2023 and for the periods then ended have been made.

Certain information and footnote disclosures

normally included in financial statements prepared in accordance with U.S.

In the opinion of management, all adjustments (which include only normal recurring

adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2024, and 2023 and

for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared

in accordance with U.S.

GAAP have been condensed or omitted.

The accompanying unaudited

condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in

the Company’s June 30, 2024 audited financial statements.

The results of operations for the period ended September 30, 2024 are

not necessarily indicative of the operating results for the full year.

The accompanying unaudited condensed consolidated financial statements should

be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2024 audited financial

The results of operations for the period ended December 31, 2024 are not necessarily indicative of the operating results for

the full year.

Consolidation – For

the three months ended September 30, 2024, and 2023, the condensed consolidated financial statements include the accounts and operations

the three and six months ended December 31, 2024, and 2023, the condensed consolidated financial statements include the accounts and operations

of the Company and its subsidiaries.

8 unchanged sentences

and equity instruments issued for goods or services.

Loss Per Share –Basic

earnings per common share (EPS) are based on the weighted average number of shares of Common Stock outstanding during each period.

earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive shares of Common Stock.

Potential shares of Common Stock included in the diluted earnings per share calculation include in-the-money stock options that have been

granted but have not been exercised and shares issuable upon conversion of convertible preferred stock and convertible notes.

of the net loss for the three and six months ended December 31, 2024, and 2023, the dilutive shares for all periods were excluded from

the Diluted EPS calculation as the effect of these potential shares of Common Stock is anti-dilutive.

The Company had 19,321,772 and 18,217,727

potential shares of Common Stock excluded from the Diluted EPS calculation as of December 31, 2024, and 2023, respectively.

Functional Currency & Foreign

7 unchanged sentences

dollars at the average exchange rates prevailing during the periods

ended September 30, 2024, and 2023.

ended December 31, 2024, and 2023.

Translation gains and losses are deferred and accumulated as a component of other comprehensive income

12 unchanged sentences

adoption of this ASU had no impact on the Company’s condensed consolidated financial statements.

2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,” which enhances

the transparency and decision usefulness of income tax disclosures by requiring;

(1) consistent categories and greater disaggregation

of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments

to improve the effectiveness of income tax disclosures.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with

early adoption permitted.

In December 2023, the FASB issued

ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,” which enhances the transparency and

decision usefulness of income tax disclosures by requiring;

(1) consistent categories and greater disaggregation of information in the

rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the

effectiveness of income tax disclosures.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption

These amendments are to be applied prospectively, with retrospective application permitted.

The Company is currently

evaluating the impact this standard will have on its condensed consolidated financial statements.

currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed

consolidated financial statements.

The Company is currently evaluating

the impact this standard will have on its condensed consolidated financial statements.

The Company currently believes

there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial

NOTE 2 — GOING CONCERN

5 unchanged sentences

financing to fund operations.

The Company incurred a net loss of $ 44,212,036 and $ 9,175,028 for the quarters ended September 30, 2024

and 2023, respectively.

As of September 30, 2024, the Company had cash and cash equivalents of $ 220,571 and an accumulated deficit of

The Company incurred a net loss of $ 7,252,394 and $ 51,464,429 for the three and six months ended December

31, 2024, respectively.

As of December 31, 2024, the Company had cash and cash equivalents of $ 311,764 and an accumulated deficit of $ 383,919,510

and a working capital deficit of $ 26,898,493 .

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern for one year after the date the financial statements are issued.

The consolidated financial statements

do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities

that might be necessary should the Company be unable to continue in existence.

Management has reduced overhead and administrative costs by streamlining the organization

to focus around the development and validation of its AI-driven cancer diagnostics platform.

The Company has tailored its workforce to

focus on these activities.

In addition, the Company intends to secure additional required funding through equity or debt financing.

there can be no assurance that the Company will be able to obtain any sources of funding.

Such additional funding may not be available

or may not be available on reasonable terms, and, in the case of equity financing transactions, could result in significant additional

dilution to our stockholders.

If we do not obtain required additional equity or debt funding, our cash resources will be depleted and

we could be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock

price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained.

If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that

could result in our stockholders losing some or all of their investment in us.

These conditions raise substantial doubt about the Company’s ability to continue as

a going concern for one year after the date the financial statements are issued.

The consolidated financial statements do not include

any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might

be necessary should the Company be unable to continue in existence.

Management has reduced overhead

and administrative costs by streamlining the organization to focus around the development and validation of its AI-driven cancer diagnostics

The Company has tailored its workforce to focus on these activities.

In addition, the Company intends to secure additional required

funding through equity or debt financing.

However, there can be no assurance that the Company will be able to obtain any sources of funding.

Such additional funding may not be available or may not be available on reasonable terms, and, in the case of equity financing transactions,

could result in significant additional dilution to our stockholders.

If we do not obtain required additional equity or debt funding, our

cash resources will be depleted and we could be required to materially reduce or suspend operations, which would likely have a material

adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least

until additional funding is obtained.

If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy

protection or other alternatives that could result in our stockholders losing some or all of their investment in us.

Funding that we may receive during the fiscal year 2025

16 unchanged sentences

There were no Level 1, 2 or 3 assets,

nor any Level 1 or 2 liabilities as of September 30, 2024.

nor any Level 1 or 2 liabilities as of December 31, 2024.

Unless otherwise disclosed, the

1 unchanged sentence

expenses, lease obligations and notes payable approximate their recorded values due to their short-term maturities.

Level 3 liabilities held as of September 30, 2024, consisted of a contingent consideration

liability related to the February 13, 2014 acquisition of Renovaro Cube, (the “Acquisition”).

As consideration for the Acquisition, the stockholders of Renovaro Cube received (i) 70,834,183 shares of Common Stock, and (ii) the right

to receive contingent shares pro rata upon the exercise of convertible notes, options, and warrants, which were outstanding at closing.

The contingent consideration liability was recorded at fair value of $20,557,500 at the time of the Acquisition and is subsequently remeasured

to fair value at the end of each reporting period.

As of September 30, 2024, there were 7,613,301 contingent shares issuable in connection

with the Acquisition.

The fair value of the contingent consideration liability is estimated using

a Black-Scholes option-pricing model and a Monte-Carlo option pricing model.

The key inputs to the model are all contractual or observable

with the exception being volatility, which is computed based on the volatility of the Company’s underlying stock.

Level 3 liabilities held as of

December 31, 2024, consisted of a contingent consideration liability related to the February 13, 2024 acquisition of Renovaro

Cube, (the “Acquisition”).

As consideration for the Acquisition, the stockholders of Renovaro Cube received (i) 70,834,183

shares of Common Stock, and (ii) the right to receive up to 11,899,545 contingent shares pro rata upon the exercise of convertible notes,

options, and warrants, which were outstanding at closing.

The contingent consideration liability was recorded at fair value of $20,557,500

at the time of the Acquisition and is subsequently remeasured to fair value at the end of each reporting period.

As of December 31, 2024,

there were 7,613,301 contingent shares issuable in connection with the Acquisition.

The fair value of the contingent

consideration liability is estimated using a Black-Scholes option-pricing model and a Monte-Carlo option pricing model.

The key inputs

to valuing the contingent consideration liability as of September 30, 2024, were:

to the model are all contractual or observable with the exception being volatility, which is computed based on the volatility of the Company’s

underlying stock.

The key inputs to valuing the contingent consideration liability as of December 31, 2024, were:

Schedule of contingent consideration liability

7 unchanged sentences

The following table sets forth

the Level 3 liability at September 30, 2024, which is recorded on the consolidated balance sheet at fair value on a recurring basis.

As required, this liability is classified based on the lowest level of input that is significant to the fair value measurement:

the Level 3 liability at December 31, 2024, which is recorded on the consolidated balance sheet at fair value on a recurring basis.

required, this liability is classified based on the lowest level of input that is significant to the fair value measurement:

Schedule of fair value measurement on recurring basis

9 unchanged sentences

Fair value adjustment

( 9,250,000 )

Contingent Consideration Liability at September 30, 2024

Contingent Consideration Liability at December 31, 2024

NOTE 4 — INTANGIBLE ASSETS AND GOODWILL

3 unchanged sentences

Cube, the Company acquired goodwill valued at $ 159,464,039 .

Impairment – During the quarter ended September

Impairment – During the six months ended December

31, 2024, the results of the assessment indicated that the carrying value of the RENC reporting unit exceeded its fair value, due to the

changes in the projected economic benefits to be realized from this reporting unit.

Management concluded the significant driver for the

change in the economic benefits was due to the Company’s continued inability to raise capital for the further development of the

technologies within this reporting unit.

Therefore, an impairment adjustment of $ 47,614,729 was recorded for the period ended September

At September 30, 2024 and June

decline in the estimated fair value of the reporting unit based on the Company’s market capitalization.

Management concluded the

significant driver for the change in the economic benefits was due to the Company’s continued inability to raise capital for the

further development of the technologies within this reporting unit.

Therefore, an impairment adjustment of $ 47,614,729 was recorded for

the period ended December 31, 2024.

At December 31, 2024 and June 30,

2024, definite-life and indefinite-life intangible assets consisted of the following:

2 unchanged sentences

Translation Adjustment

September 30, 2024

December 31, 2024

Definite Life Intangible Assets

2 unchanged sentences

( 47,614,729 )

( 3,716,159 )

Total Goodwill

2 unchanged sentences

$ ( 3,716,159 )

$ 107,999,273

Expected future amortization expense is as follows:

27 unchanged sentences

The January 2024 Note and December

2023 Notes balance at September 30, 2024 was $ 245,000 .

2023 Notes balance at December 31, 2024 was $ 245,000 .

Notes Payable —

Bridge Loans — On

September 16, 2024, the Company entered into an agreement with RS Bio ApS, a Danish entity controlled by a shareholder (“RS Bio”),

to issue a Promissory Note for the principal amount of $ 100,000 (the “September 2024 Note”).

The Company received $ 100,000

in gross proceeds.

Bridge Loans — From

October 21, 2024 to December 30, 2024, the Company entered into agreements with Paseco ApS, a Danish entity controlled by a shareholder

(“Paseco ApS”), to issue Promissory Notes for the principal amount of $ 1,750,000 .

The Company received $ 1,750,000 in gross

The note bears an interest rate of 10 % per annum and mature from December 31, 2024 to January 31, 2025.

Approximately $700,000

matured on December 31, 2024 .

The note balance at December 31, 2024 was $ 1,750,000 .

From November 12, 2024 to December

3, 2024, Renovaro Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”),

to issue Promissory Notes for the principal amount of € 500,000 .

The note bears an interest rate of 10 % per annum and matures on December

The note balance at September 30,

2024 was $ 100,000 .

On September 6, 2024, the Renovaro

The note balance at December 31, 2024 was approximately $ 527,000 .

On November 1 2024, Renovaro Cube

entered into an agreement with Yalla Yalla Limited, an investor to issue a Promissory Note for the amount of approximately € 230,000 .

The note bears an interest rate of 10 % per annum and matures on February 24, 2025 .

The note balance at December 31, 2024 was approximately

On September 16, 2024, the Company

entered into an agreement with RS Bio ApS, a Danish entity controlled by a shareholder (“RS Bio”), to issue a Promissory Note

for the principal amount of $ 100,000 (the “September 2024 Note”).

The Company received $ 100,000 in gross proceeds.

bears an interest rate of 12 % per annum and matured on December 31, 2024 .

The note balance at December 31, 2024 was $ 100,000 .

On September 6, 2024, Renovaro

Cube entered into an agreement with Paseco ApS, a Danish entity controlled by a shareholder (“Paseco ApS”), to issue a Promissory

Note for the principal amount of € 50,000 .

The note bears an interest rate of 12 % per annum and matures on December 31, 2024 .

note balance at September 30, 2024 was approximately $ 57,000 .

The note bears an interest rate of 12 % per annum and matures on September 9, 2025 .

note balance at December 31, 2024 was approximately $ 57,000 .

On February 5, 2024, the Company

2 unchanged sentences

The Company received $ 100,000 in gross proceeds after taking into account the 5 % original issue

The note bears an interest rate of 12 % per annum and matures on December 31, 2024 .

The note balance, net of discount at September

The note bears an interest rate of 12 % per annum and matured on December 31, 2024 .

The note balance, net of discount at December

31, 2024 was $ 105,263 .

3 unchanged sentences

The note bears

an interest rate of 12% per annum and matures on December 31, 2024.

The note balance, net of discount at September 30, 2024 was $526,315.

an interest rate of 12 % per annum and matured on December 31, 2024 .

The note balance, net of discount at December 31, 2024 was $ 526,315 .

On November 3, 2023, the Company

3 unchanged sentences

$ 50,000 will be accreted over the life of the note.

The note bears an interest rate of 12 % per annum and matures on December 31, 2024.

The note balance, net of discount at September 30, 2024 was $ 750,000 .

The note bears an interest rate of 12 % per annum and matured on December 31, 2024.

The note balance, net of discount at December 31, 2024 was $ 750,000 .

Promissory Note — On

5 unchanged sentences

The Promissory Note, as amended, bears interest at a fixed rate of 12 % per annum.

The Promissory Note balance, net of discount

at September 30, 2024 is $ 823,182 .

The Promissory Note balance at December

31, 2024 is $ 831,497 .

The Company’s obligations

14 unchanged sentences

the 2023 Purchase Agreement, the Company issued 696,021 shares of Common Stock to Lincoln Park as a commitment fee on June 20, 2023.

During the quarter ended September

During the quarter ended December

31, 2024 and 2023, no shares of Common Stock to Lincoln Park were sold under the Purchase Agreement.

Common Stock Issuances

14, 2024, Renovaro Inc., a Delaware corporation (the “ Company ”) closed a private

placement of 5,315,215 of the Company’s units, each such Unit consisting of (i) one share of the Company’s Common

Stock and (ii) one common stock purchase warrant to purchase one-tenth of a share of Common Stock, with certain investors (the “June

2024 Private Placement”).

Related to the June 2024 Private Placement, ranging from July 3, 2024, to September 16, 2024, the

Company sold 1,423,456 Units at a price per Unit equal to $ 1.4726 to a certain investor who paid in cash an aggregate amount of $ 2,096 ,181

in consideration of the Units.

14, 2024, Renovaro Inc., a Delaware corporation (the “ Company ”) closed a private placement of 5,315,215 of

the Company’s units, each such Unit consisting of (i) one share of the Company’s Common Stock and (ii) one common stock purchase

warrant to purchase one-tenth of a share of Common Stock, with certain investors (the “June 2024 Private Placement”).

to the June 2024 Private Placement, ranging from July 3, 2024, to October 10, 2024, the Company sold 1,613,596 Units at a price per Unit

equal to $ 1.4726 to a certain investor who paid in cash an aggregate amount of $ 2,376,181 in consideration of the Units.

On August 1, 2024, the Company

issued 2,000,000 shares of Common Stock for consulting services valued at $ 1,400,000 .

On October 14, 2024, the Company

issued 250,000 shares of Common Stock to its Chief Executive Officer valued at $ 137,500 .

On October 14, 2024, the Company

issued 500,000 shares of Common Stock for consulting services valued at $ 275,000 .

On October 17, 2024, the Company

issued 160,000 shares of Common Stock for consulting services valued at $ 118,400 .

Stock-based Compensation

4 unchanged sentences

The weighted-average assumptions used to estimate the fair values of

the stock options granted using the Black-Scholes option-pricing model are as follows in the three months ended September 30, 2024:

the stock options granted using the Black-Scholes option-pricing model are as follows in the six months ended December 31, 2024:

Schedule of weighted-average assumptions used to estimate the fair values of the stock options granted

1 unchanged sentence

Expected term (in years)

112.02 % - 118.99 %

Risk free interest rate

3.86 % - 4.22 %

Dividend yield

13 unchanged sentences

The Company recognized

stock-based compensation expense of $ 222,306 related to the vesting of the stocks options during the period ended September 30, 2024.

At September 30, 2024, the Company had $ 1,122,537 of unrecognized compensation cost related to the options which vest at August 23, 2025.

In total, the Company recognized

stock-based compensation expense related to options of $ 357,648 and $ 983,829 for the three months ended September 30, 2024 and 2023, respectively.

At September 30, 2024, the Company had approximately $ 1,239,528 of unrecognized compensation cost related to non-vested options.

stock-based compensation expense of $ 538,127 related to the vesting of the stocks options during the period ended December 31, 2024.

December 31, 2024, the Company had $ 806,716 of unrecognized compensation cost related to the options which vest at August 23, 2025.

On October 14, 2024, the

Company issued 1,600,000 stock options to its Chief Executive Officer.

The options had a fair value of $ 731,200 , fully vest on January

1, 2027 and expire on October 14, 2034 .

On November 4, 2024, the Company

issued 362,904 stock options to its board of directors.

The options had a fair value of $ 190,525 on the grant date, fully vest on October

14, 2025 and expire on November 4, 2034 .

On November 4, 2024, the Company

issued 58,500 stock options to its former interim Chief Financial Officer.

The options had a fair value of $ 31,005 on the grant date,

fully vest on January 6, 2025 and expire on November 4, 2034 .

total, the Company recognized stock-based compensation expense related to options of $ 558,631 and $ 916,279 for the three and six

months ended December 31, 2024, respectively.

The Company recognized stock-based compensation expense related to options of $ 465,372 and

$ 1,216,469 for the three and six months ended December 31, 2023, respectively.

At December 31, 2024, the Company had approximately

$ 1,633,625 of unrecognized compensation cost related to non-vested options.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

On January 31, 2020, the Company entered into a Statement of Work and License

Agreement (the “HBV License Agreement”) by and among the Company, G Tech Bio, LLC, a California limited liability company

(“G Tech”), and G Health Research Foundation, a not-for-profit entity organized under the laws of California doing business

as Seraph Research Institute (“SRI”) (collectively the “Licensors”), whereby the Company acquired a perpetual,

sublicensable, exclusive license (the “HBV License”) for a treatment under development (the “Treatment”) aimed

to treat Hepatitis B Virus (HBV) infections.

On January 31, 2020, the Company

entered into a Statement of Work and License Agreement (the “HBV License Agreement”) by and among the Company, G Tech Bio,

LLC, a California limited liability company (“G Tech”), and G Health Research Foundation, a not-for-profit entity organized

under the laws of California doing business as Seraph Research Institute (“SRI”) (collectively the “Licensors”),

whereby the Company acquired a perpetual, sublicensable, exclusive license (the “HBV License”) for a treatment under development

(the “Treatment”) aimed to treat Hepatitis B Virus (HBV) infections.

The HBV License Agreement states

14 unchanged sentences

after January 31, 2022.

The Company paid zero under the HBV License Agreement during the quarters ending September 30, 2024, and 2023.

The Company paid zero under the HBV License Agreement during the quarters ending December 31, 2024, and 2023.

The Company has filed a claim against the Licensors, which includes certain payments it made related to this license (see Contingencies

47 unchanged sentences

Securities Class Action Litigation.

2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter, the “Manici

Action”) and together, the “Securities Class Action Litigation”) were filed by purported stockholders of the Company

in the United States District Court for the Central District of California against the Company and certain of the Company’s current

and former officers and directors.

The complaints allege, among other things, that the defendants violated Sections 10(b) and 20(a) of

the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of

material fact in connection with the Company’s relationship with Serhat Gümrükcü and its commercial prospects.

complaints seek unspecified damages, interest, fees, and costs.

On November 22, 2022, the Manici Action was voluntarily dismissed without

prejudice, but the Chow action remains pending.

On July 26, 2022 and July 28, 2022, securities class action complaints (the former, the “Chow Action” and the latter,

the “Manici Action”) and together, the “Securities Class Action Litigation”) were filed by purported stockholders

of the Company in the United States District Court for the Central District of California against the Company and certain of the Company’s

current and former officers and directors.

The complaints allege, among other things, that the defendants violated Sections 10(b) and

20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions

of material fact in connection with the Company’s relationship with Serhat Gümrükcü and its commercial prospects.

The complaints seek unspecified damages, interest, fees, and costs.

On November 22, 2022, the Manici Action was voluntarily dismissed

without prejudice, but the Chow action remains pending.

On October 22, 2023, the Court appointed a lead plaintiff in the Chow Action.

lead plaintiff filed an amended complaint on December 15, 2023.

The Company has filed a motion to dismiss the amended complaint on March

The lead plaintiff filed an amended complaint on December 15, 2023.

The Company has filed a motion to dismiss the amended complaint on

March 15, 2024.

The Court denied the Company’s motion to dismiss on June 28, 2024.

A mediation was held on September 17, 2024, after which

the parties signed a stipulation of settlement, dated November 8, 2024.

The plaintiff’s deadline to file a motion for preliminary

approval of the settlement is December 9, 2024.

A mediation was held on September 17, 2024, after

which the parties signed a stipulation of settlement, dated November 8, 2024.

The plaintiff filed their motion for preliminary approval

of the settlement on December 9, 2024.

On December 18, 2024, the Company filed a notice of non-opposition to the motion for preliminary

approval of the settlement.

On January 7, 2025, the Court took the plaintiff’s motion for preliminary approval of the settlement

under consideration without oral argument.

Federal Derivative Litigation.

On September 22,

2022, Samuel E.

Koenig filed a shareholder derivative action in the United States District Court for the Central District of California.

On January 19, 2023, John Solak filed a substantially similar shareholder derivative action in the United States District Court for the

District of Delaware.

Both derivative actions recite similar underlying facts as those alleged in the Securities Class Action Litigation.

The actions, filed on behalf of the Company, name Serhat Gümrükcü and certain of the Company’s former directors as

On September 22, 2022, Samuel E.

Koenig filed a shareholder derivative action in the United States District Court for the Central

District of California.

On January 19, 2023, John Solak filed a substantially similar shareholder derivative action in the United States

District Court for the District of Delaware.

Both derivative actions recite similar underlying facts as those alleged in the Securities

Class Action Litigation.

The actions, filed on behalf of the Company, name Serhat Gümrükcü and certain of the Company’s

former directors as defendants.

The actions also name the Company as a nominal defendant.

The actions allege violations of Sections 14(a) and 20(a) of the

Securities Exchange Act of 1934 and also set out claims for breach of fiduciary duty, contribution and indemnification, aiding and abetting,

and gross mismanagement.

Plaintiffs do not quantify any alleged injury, but seek damages, disgorgement, restitution, and other costs and

On January 24, 2023, the United States District Court for the Central District of California stayed the Koenig matter pending

resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation.

On April 4, 2023, the United

States District Court for the District of Delaware stayed the Solak matter pending resolution of the defendants’ anticipated motion

The actions allege violations of Sections 14(a)

and 20(a) of the Securities Exchange Act of 1934 and also set out claims for breach of fiduciary duty, contribution and indemnification,

aiding and abetting, and gross mismanagement.

Plaintiffs do not quantify any alleged injury, but seek damages, disgorgement, restitution,

and other costs and expenses.

On January 24, 2023, the United States District Court for the Central District of California stayed the

Koenig matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities Class Action Litigation.

April 4, 2023, the United States District Court for the District of Delaware stayed the Solak matter pending resolution of the defendants’

anticipated motion to dismiss in the Securities Class Action Litigation.

On June 28, 2024,

the United States District Court for the Central

District of California denied defendants’ motion to dismiss the Securities Class Action Litigation.

On October 23, 2024, the court

in the Koenig matter stayed the case pending further order of the court.

On January 10, 2025, the parties in the Koenig matter filed a

joint status report requesting that all pending deadlines in the matter remain suspended.

The parties’ deadline to file a joint

status report in the Koenig matter is April 11, 2025.

On October 28, 2024, the court in the Solak matter stayed the case for ninety (90)

On January 29, 2025, the court in the Solak matter stayed the case for an additional ninety (90) days.

The defendants have not yet

responded to either complaint.

The Company intends to contest these matters but expresses no opinion as to the likelihood of favorable

Management is unable to determine the likelihood of a loss, including a possible range of losses, if any, arising from this

matter as of the reporting date.

State Derivative Litigation.

On October 20, 2022, Susan Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County, reciting

similar underlying facts as those alleged in the Securities Class Action Litigation.

The action, filed on behalf of the Company, names

Serhat Gümrükcü and certain of the Company’s current and former directors as defendants.

The action also names the

Company as a nominal defendant.

The action sets out claims for breaches of fiduciary duty, contribution and indemnification, aiding and

abetting, and gross mismanagement.

Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other

costs and expenses.

On January 20, 2023, the Court stayed the Midler matter pending resolution of the defendants’ anticipated motion

to dismiss in the Securities Class Action Litigation.

1 unchanged sentence

denied defendants’ motion to dismiss the Securities Class Action Litigation.

On October 23, 2024, the court in the Koenig matter

stayed the case pending further order of the court.

The parties’ deadline to file a joint status report in the Koenig matter

is January 10, 2025.

On October 28, 2024, the court in the Solak matter stayed the case for ninety (90) days.

The defendants

have not yet responded to either complaint.

The Company intends to contest these matters but expresses no opinion as to the likelihood

of favorable outcomes.

Management is unable to determine the likelihood of a loss, including a possible range of losses, if any, arising

from this matter as of the reporting date.

State Derivative Litigation.

On October 20, 2022, Susan

Midler filed a shareholder derivative action in the Superior Court of California, Los Angeles County, reciting similar underlying facts

as those alleged in the Securities Class Action Litigation.

The action, filed on behalf of the Company, names Serhat Gümrükcü

and certain of the Company’s current and former directors as defendants.

The action also names the Company as a nominal defendant.

The action sets out claims for breaches of fiduciary duty, contribution and indemnification, aiding and abetting, and gross mismanagement.

Plaintiff does not quantify any alleged injury, but seeks damages, disgorgement, restitution, and other costs and expenses.

20, 2023, the Court stayed the Midler matter pending resolution of the defendants’ anticipated motion to dismiss in the Securities

Class Action Litigation.

On June 28, 2024, the United States District Court for the Central District of California denied defendants’

motion to dismiss the Securities Class Action Litigation.

On October 28, 2024, the court in the Midler matter stayed the case for ninety

The defendants have not yet responded to the complaint.

The Company intends to contest this matter but expresses no opinion

as to the likelihood of a favorable outcome.

Management is unable to determine the likelihood of a loss, including a possible range of

losses, if any, arising from this matter as of the reporting date.

On October 28, 2024, the court in the Midler matter

stayed the case for ninety (90) days.

On January 24, 2025, the court in the Midler matter stayed the case for an additional ninety (90)

The parties’ deadline to file a joint status report in the Midler matter is April 28, 2025.

The defendants have not yet responded

to the complaint.

The Company intends to contest this matter but expresses no opinion as to the likelihood of a favorable outcome.

is unable to determine the likelihood of a loss, including a possible range of losses, if any, arising from this matter as of the reporting

21, 2022, the Company filed a Complaint in the Superior Court of the State of California for the County of Los Angeles against Serhat

16 unchanged sentences

as of April 18, 2021, have been terminated and the Company has no rights to any license under such agreements.

Trial is currently scheduled

to begin on March 3, 2025.

The Company denies these allegations and intends to vigorously defend against the cross claims while pursuing

its claims against the Defendants.

Trial was scheduled to

begin on March 3, 2025.

On November 14, 2024, the court vacated the March 3, 2025 trial date and set a trial setting conference for May

Discovery remains ongoing.

The Company denies the allegations in Defendants’ cross claims and intends to vigorously defend

against them while pursuing its claims against the Defendants.

On March 1, 2021, the Company’s

14 unchanged sentences

On August 24, 2023, the court denied the motion

for summary judgment.On November 7, 2024, the Court reset the trial date for May 6, 2025.

for summary judgment.

On November 7, 2024, the Court reset the trial date for May 6, 2025.

The Company denies the allegations set forth

13 unchanged sentences

The Company moved to dismiss the Verified Complaint on September

4, 2023, in lieu of opposing the motion to dismiss, Plaintiffs filed a Verified First Amended Complaint (“FAC”).

Plaintiffs assert claims against the Company and others for purported breaches of the Investor Rights Agreement, fraud, tortious interference

with a contract, and several other torts.

Plaintiffs seek compensatory, exemplary, and punitive damages, as well as certain declaratory

relief, specific performance, and pre- and post-judgment interest, costs, and attorneys’ fees.

The Company filed a motion to dismiss

the FAC on December 18, 2023 and a hearing is scheduled for November 15, 2024.

The Company denies Plaintiffs’ allegations and intends

to vigorously defend against the claims.

December 4, 2023, in lieu of opposing the motion to dismiss, Plaintiffs filed a Verified First Amended Complaint (“FAC”).

In the FAC, Plaintiffs assert claims against the Company and others for purported breaches of the Investor Rights Agreement, fraud, tortious

interference with a contract, and several other torts.

Plaintiffs seek compensatory, exemplary, and punitive damages, as well as certain

declaratory relief, specific performance, and pre- and post-judgment interest, costs, and attorneys’ fees.

The Company filed a motion

to dismiss the FAC on December 18, 2023, and the court held a hearing on the Company’s motion to dismiss on November 15, 2024.

the hearing, the court dismissed (1) all claims brought on behalf of Wittekind and the Trusts, (2) the fraudulent concealment claim against

the Company and others (without prejudice), and (3) the breach of contract claim against the Company related to a registration statement

that was not filed in 2023.

At the hearing, the court also found that punitive damages were not available to Plaintiffs.

The court took

the remaining issues briefed on the Company’s motion to dismiss under advisement.

The Company denies Plaintiffs’ allegations

and remaining claims and intends to vigorously defend against these claims.

On August 24, 2023, counsel on

5 unchanged sentences

On January 19, 2024, Weird Science

and Wittekind sent the Board of Directors a letter demanding it take corrective actions with respect to twenty-one issues identified therein.

On February 27, 2024, Weird Science and Wittekind sent the Board of Directors a supplemental letter that expanded their demand for corrective

actions to twenty-six issues.

In response to these demand letters, the Board of Directors initially formed a Special Committee (“Special

Committee”) of independent directors on February 29, 2024.

The Special Committee retained Stradling Yocca Carlson & Rauth LLP

as its counsel to investigate the issues identified in the demand letters.

The Special Committee’s investigation is ongoing.

On January 23, 2024, Weird Science

and Wittekind filed a shareholder derivative action in the United States District Court for the Central District of California against

certain officers, directors, and investors of the Company, as well as other defendants, in connection with, inter alia , Weird Science

and Wittekind’s demand for corrective action.

Plaintiffs filed an amended complaint on June 21, 2024.

The First Amended Verified

Stockholder Derivative Complaint (“Derivative Complaint”) alleges, among other claims, violations of Section 13(d) and 14(a)

and Rules 10b-5(a), 10b-5(c) and 14a-9 of the Exchange Act of 1934.

The Derivative Complaint also includes claims of breach of fiduciary

duty, corporate waste, unjust enrichment, and contribution/indemnification.

Weird Science and Wittekind seek unspecified compensatory,

exemplary, and punitive damages and certain injunctive relief.

The Derivative Complaint names the Company as a nominal defendant.

19, 2024, certain of the director defendants, who had agreed to waive service of the summons and Derivative Complaint, filed a motion

to dismiss the Derivative Complaint on a variety of procedural and substantive grounds.

A hearing on the motion dismiss was held on October

3, 2024 and the court subsequently took the motion under submission.

On October 22, 2024, the plaintiffs filed a notice of certain subsequent

events that they allege relate to their pending motion to dismiss.

On October 29, 2024, the court granted the director defendants’

motion to dismiss and dismissed the Derivative Complaint without prejudice, but also without leave to amend.

and Wittekind sent the Board of Directors a letter demanding it take corrective actions with respect to twenty-one issues identified

On February 27, 2024, Weird Science and Wittekind sent the Board of Directors a supplemental letter that expanded their demand

for corrective actions to twenty-six issues.

In response to these demand letters, the Board of Directors initially formed a Special Committee

(“Special Committee”) of independent directors on February 29, 2024.

The Special Committee retained Stradling Yocca Carlson

& Rauth LLP as its counsel to investigate the issues identified in the demand letters.

The Special Committee’s investigation

On January 23, 2024, Weird Science and Wittekind filed a shareholder derivative action in the United States District Court

for the Central District of California against certain officers, directors, and investors of the Company, as well as other defendants,

in connection with, inter alia , Weird Science and Wittekind’s demand for corrective action.

Plaintiffs filed an amended

complaint on June 21, 2024.

The First Amended Verified Stockholder Derivative Complaint (“Derivative Complaint”) alleges,

among other claims, violations of Section 13(d) and 14(a) and Rules 10b-5(a), 10b-5(c) and 14a-9 of the Exchange Act of 1934.

The Derivative

Complaint also includes claims of breach of fiduciary duty, corporate waste, unjust enrichment, and contribution/indemnification.

Science and Wittekind seek unspecified compensatory, exemplary, and punitive damages and certain injunctive relief.

The Derivative Complaint

names the Company as a nominal defendant.

On July 19, 2024, certain of the director defendants, who had agreed to waive service of the

summons and Derivative Complaint, filed a motion to dismiss the Derivative Complaint on a variety of procedural and substantive grounds.

A hearing on the motion dismiss was held on October 3, 2024 and the court subsequently took the motion under submission.

On October 22,

2024, the plaintiffs filed a notice of certain subsequent events that they allege relate to their pending motion to dismiss.

29, 2024, the court granted the director defendants’ motion to dismiss and dismissed the Derivative Complaint without prejudice,

but also without leave to amend.

On November 27, 2024, Weird Science and Wittekind filed

a notice of appeal of the court’s decision granting the director defendants’ motion to dismiss.

The appeal remains pending.

On June 21, 2024, the Company filed

9 unchanged sentences

NOTE 8 — RELATED PARTY TRANSACTIONS

As of September 30, 2024, the Company

As of December 31, 2024, the Company

has accrued $ 384,949 of compensation related expenses for the Company’s former Chief Executive Officer, Mark Dybul, related to budget

11 unchanged sentences

award over the remaining vesting period, which is one year.

The Company recognized stock-based compensation expense of $ 222,306

related to the vesting of the stocks options during the period ended September 30, 2024.

At September 30, 2024, the Company had $ 1,122,537

of unrecognized compensation cost related to the options which vest at August 23, 2025.

The Company recognized stock-based compensation expense of $ 538,127 related

to the vesting of the stocks options during the period ended December 31, 2024.

At December 31, 2024, the Company had $ 806,716 of unrecognized

compensation cost related to the options which vest at August 23, 2025.

NOTE 9 — SEGMENT REPORTING

For the period ending September

For the period ending December

31, 2024, the Company had two reportable segments.

8 unchanged sentences

chief executive officer is the chief operating decision maker and reviews the internal management reports for each segment at least quarterly.

During the quarter ended September 30, 2024, there were no significant inter-company revenues or expenses.

During the period ending December 31, 2024, there were no significant inter-company revenues or expenses.

The chief operating decision

3 unchanged sentences

The accounting policies of each segment are the same as those described in the summary of significant accounting policies.

Schedule of segment operating loss and

asset information

Schedule of segment operating loss and asset

Operating loss

7 unchanged sentences

used in assessing the performance of the segment.

regarding each reportable segment for the quarter ended September 30, 2024, is as follows:

regarding each reportable segment for the three months ended December 31, 2024, is as follows:

Schedule of information regarding segment reporting

4 unchanged sentences

Segment operating loss

regarding each reportable segment for the six months ended December 31, 2024, is as follows:

General and administrative

Research and development

Goodwill impairment

Depreciation and amortization

Segment operating loss

Geographic information:

6 unchanged sentences

NOTE 10 — ACQUISITION

28, 2023, the Company, entered into a Stock Purchase Agreement (the “ Purchase Agreement ”)

with GEDi Cube Intl Ltd., a private company formed under the laws of England and Wales (“ GEDi

Cube ”) to acquire 100% of the equity interests of GEDi Cube from its equity holders (the “ Sellers ”).

On September 28, 2023, the Board of Directors of the Company, and the board of managers of GEDi Cube unanimously approved the Purchase

Agreement and on January 25, 2024, the shareholders of the Company approved the issuance of the shares of Common Stock pursuant to the

Purchase Agreement.

On February 13, 2024 (the “Closing Date”), the Company consummated the acquisition of GEDi Cube and the

other transactions contemplated by the Stock Purchase Agreement (collectively, the “Transaction”).

As a result of the Transaction,

GEDi Cube became a wholly-owned subsidiary of the Company.

28, 2023, the Company, entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with GEDi Cube Intl Ltd.,

a private company formed under the laws of England and Wales (“ GEDi Cube ”) to acquire 100% of the equity interests

of GEDi Cube from its equity holders (the “ Sellers ”).

On September 28, 2023, the Board of Directors of the Company,

and the board of managers of GEDi Cube unanimously approved the Purchase Agreement and on January 25, 2024, the shareholders of the Company

approved the issuance of the shares of Common Stock pursuant to the Purchase Agreement.

On February 13, 2024 (the “Closing Date”),

the Company consummated the acquisition of GEDi Cube and the other transactions contemplated by the Stock Purchase Agreement (collectively,

the “Transaction”).

As a result of the Transaction, GEDi Cube became a wholly-owned subsidiary of the Company.

to the Stock Purchase Agreement, as of the Closing Date, the Company acquired all the issued and outstanding equity interests of GEDi

57 unchanged sentences

methodology used for the intangible assets acquired makes use of Level 3 inputs.

of revenue and loss of Renovaro Cube, included in the Company’s condensed consolidated statements of operations from the three months

ended September 30, 2024 are as follows:

Schedule of consolidated statements of operations

$ ( 48,406,163 )

unaudited pro forma information:

Consolidated unaudited pro forma information:

The following consolidated pro

forma information assumes that the acquisition of Renovaro Cube took place on July 1, 2023 for the statement of operations for the three-month

period ended September 30, 2023.

forma information assumes that the acquisition of Renovaro Cube took place on July 1, 2023 for the statement of operations for the six

month period ended December 31, 2023.

These amounts have been estimated after applying the Company’s accounting policies:

Schedule of consolidated proforma information

Three months ended

December 31, 2023

Six months ended

December 31, 2023

$ ( 5,672,771 )

unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results

of operations would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future

results of operations.

$ ( 15,977,356 )

The unaudited

pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations

would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of

NOTE 11 — SUBSEQUENT EVENTS

From October 21, 2024, to November

From January 10, 2025, to January 24,

2025, the Company issued Promissory Notes in the aggregate principal amount of $ 900,000 .

The Notes bear an interest rate ranging from

10 % to 12 % per annum and mature from December 31, 2024 , to January 31, 2025 (the “Maturity Date”).

The Company is required

to pay principal and interest on the Maturity Date.

On October 17, 2024, the Company

entered into an investor relations consulting agreement with MZHCI, LLC.

Pursuant to the agreement, the Company issued 160,000 shares

of Common Stock to MZHCI, LLC valued at $ 118,400 .

On October 14, 2024, the

Company issued 250,000 shares of Common Stock as part of a sign on bonus valued at $ 137,500 to the Chief Executive Officer effective

October 14, 2024, David Weinstein.

On October 14, 2024, the

Company issued 500,000 shares of Common Stock for consulting services valued at $ 275,000 .

Related to the June 2024 Private

Placement, ranging from October 2, 2024, to October 10, 2024, the Company sold 190,140 Units at a price per Unit equal to $1.4726 to

a certain investor who paid in cash an aggregate amount of $280,000 in consideration of the Units.

The Notes bear an interest rate of 10 % per

annum and mature on June 30, 2025 , (the “Maturity Date”).

The Company is required to pay principal and interest on the

Maturity Date.

On February 7, 2025, the Company entered into a credit

agreement with a third party with a total capacity of up to $ 4,000,000 .

The credit agreement matures on the earlier of February 6, 2030

or in the event of a default in which the lender accelerates the maturity of the loan.

Any borrowings under the loan bear interest at

10 % per annum and are payable at maturity.

In the event any borrowing remains unpaid at when the borrowing becomes due, the interest rate

increases to 15% per annum.

All principal and interest are due at maturity, the agreement does not require periodic payments nor are there

any prepayment penalties for any borrowings under the credit agreement.

Additionally, for each borrowing under the credit agreement,

the lender will receive warrants equal to the quotient of the principal borrowed divided by the value of an American call option determined

by the use of a Black-Scholes option pricing model as of the borrowing date.

Any warrants issued will have an exercise price equal to

the closing price of the Company’s common stock as quoted per NASDAQ and will have a 5-year term.

On February 7, 2025, the Company entered into a credit

agreement with a third party with a total capacity of up to $ 4,000,000 .

The credit agreement matures on the earlier of February 6, 2030

or in the event of a default in which the lender accelerates the maturity of the loan.

Any borrowings under the loan bear interest at

10 % per annum and is payable at maturity.

In the event any borrowings remain unpaid at when the borrowings become due, the interest rate

increases to 15% per annum.

All principal and interest is due at maturity, the agreement does not require periodic payments nor are there

any prepayment penalties for any borrowings under the credit agreement.

Additionally, for each borrowing under the credit agreement,

the lender will receive warrants equal to the quotient of the principal borrowed divided by the value of an American call option determined

by the use of a Black-Scholes option pricing model as of the borrowing date.

Any warrants issued will have an exercise price equal to

the closing price of the Company’s common stock as quoted per NASDAQ and will have a 5 year term.

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