Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
Forward-Looking Statement Notice
Certain statements made in this Quarterly Report on
Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding
the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance, or achievements of Lunai Bioworks Inc. (“Lunai,” and together with its
subsidiaries, the “Company”, “we” or “us”) to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. Our actual future results and trends may differ materially depending on a
variety of factors, including, but not limited to, the risks and uncertainties discussed in Part I, Item 1A, “Risk Factors”
in our Annual Report on Form 10-K as filed with the SEC on September 29, 2025. The Company’s plans and objectives are based, in
part, on assumptions involving the continued expansion of the business. Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no
assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation
by the Company or any other person that the objectives and plans of the Company will be achieved
Our Business
As of
December 31, 2025, Lunai Bioworks Inc. operates through two subsidiaries, Renovaro Biosciences and BioSymetrics. BioSymetrics refers to
BioSymetrics Inc. and its wholly owned subsidiary BioSymetrics Corp., which were acquired on April 8, 2025. During the quarter ended September
30, 2025, GediCube, B.V., acquired on February 13, 2024, filed for bankruptcy and ceased operations. As a result, beginning in the second
quarter of 2026, the Company will no longer report on its operations.
Renovaro Biosciences Overview
Renovaro
Biosciences is a biotechnology company intending, if the necessary funding is obtained, to develop advanced allogeneic cell and gene therapies
to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers,
and potentially to treat or cure serious infectious diseases such as Human Immunodeficiency Virus (HIV) infections.
Therapeutic Technologies
Renovaro Biosciences aims to train
the immune system to allow a person to better fight diseases through allogeneic cell and/or gene therapy. Our vision is for a world with
healthy longevity, and free from toxic chemotherapy, for those with cancer and other serious diseases. Renovaro Biosciences will seek
to leverage general principles and advances in the knowledge of the immune response to engineer cells with enhanced attributes to promote
the recognition and elimination of disease cells.
Allogeneic Cell Therapy
The strategic benefit of the allogeneic
cell therapy technologies is to potentially allow for the manufacture of large, “off-the-shelf” banks of therapeutic cells
that are readily available on demand by healthcare professionals, to potentially decrease the time between diagnosis and treatment.
25
In certain treatments (e.g., HIV
and cancer), cells taken from healthy donors are engineered to introduce signaling molecules that are designed to enhance the ability
of specific immune cells to recognize diseased cells, and to help recruit other cells that will destroy cancer or virus infected cells.
Gene Therapy
Renovaro Biosciences may also seek
to explore various approaches for gene therapy design elements to potentially eliminate virus-infected or cancer cells by the modulation
of the patient’s immune system. Upon injecting into the patients, these genetically engineered allogeneic cells have little to no
risk of passing those modifications to the patient since they are terminally differentiated with locked functionality to activate the
host immune system. Gene modified allogeneic cells are expected to be rejected naturally once they activate the patient’s immune
system therefore will have a very short survival time.
Renovaro Biosciences Focus Areas:
Oncology:
RENB-DC11: Genetically modified
Allogeneic Dendritic Cell Therapeutic Vaccine as Potential Product for Long-term Remission of Solid Tumors; specifically Pancreatic tumors
Allogeneic Cell Therapy Platform
– Completed pre-IND, IND-enabling phase.
Based
on learnings from our internal research, literature reviews of ongoing clinical development for solid tumors, and recent advances in immune
modulation, we have designed an innovative therapeutic vaccination platform that could potentially be used to induce life-long remission
from some of the deadliest solid tumors such as pancreatic, liver, triple negative breast and head & neck cancers.
The platform
may one day enable broad immune enhancements that are combined with cancer specific antigens that could be applicable to a wide range
of solid tumors. This approach allows us to quickly adapt our approach to any patient solid tumor using the same banked allogenic drug
substance.
RENB-DC20: Genetically modified Allogeneic Dendritic
Cell Therapeutic Vaccine as Potential Treatment Product for Long-term Remission of Triple Negative Breast Cancer
Triple Negative Breast Cancer (TNBC)
is a subtype of breast cancer that is negative for estrogens receptor (ER) negative, progesterone receptor (PR) negative and human epidermal
growth factor receptor 2 (HER2). TNBC is characterized by its unique molecular profile, aggressive nature, and distinct metastatic patterns
that lack targeted therapies. TNBC is well known for its aggressive behavior and is characterized by onset at a younger age, high mean
tumor size, and higher-grade tumors.
Based upon our internal research,
literature reviews of ongoing clinical development for solid tumors, and recent advances in immune modulation, we believe we may have
the ability to design an innovative therapeutic vaccination platform that could potentially be used to treat some of the deadliest and
hard-to-treat solid tumors that include triple negative breast cancer.
Infectious Diseases:
RENB-HV12: Genetically Modified
Allogeneic Dendritic Cell Therapeutic Vaccine as Potential Treatment Product for Long-term Remission of HIV; A Chronic Infectious Disease
The oncology therapeutic vaccine
technology could potentially be adapted to target infectious disease antigens and be a viable therapeutic approach in difficult to treat
chronic infectious diseases. As described above, the engineered allogenic dendritic cell drug substance is thought to be able to be loaded
with various cancer antigens for specific solid tumors but could or may be loaded with infectious disease antigens to elicit a more robust
immune response to viruses and other difficult to treat infections.
26
BioSymetrics Overview
BioSymetrics is a biomedical artificial
intelligence company focused on integrating multimodal data sources, including genomics, imaging, electronic health records, and other
real-world evidence, to advance biomarker discovery, therapeutic development, and precision medicine. BioSymetrics has developed proprietary
machine learning pipelines that harmonize and analyze complex, heterogeneous datasets to uncover clinically actionable insights. These
insights are designed to support pharmaceutical research, early disease detection, and personalized treatment strategies.
BioSymetrics collaborates with
pharmaceutical companies, healthcare providers, and academic institutions to co-develop analytical tools and translational research programs.
Application areas of the BioSymetrics platform include: (i) multi-omics integration for target identification and validation; (ii) predictive
modeling of therapeutic efficacy and safety; (iii) clinical trial optimization, including patient stratification and response monitoring;
and (iv) experimental screening of gene and small molecule effects for the purpose of identifying novel drug targets and therapeutics.
The key to the BioSymetrics approach
is Contingent AI. In Contingent AI, any “settable” parameter for data processing, data integration, or feature selection is
permuted and the corresponding effects on the downstream predictive model measured. This process is similar in nature to hyperparameter
tuning in machine learning, however instead of optimizing only the machine learning model, the entire data science pipeline (including
model selection) is subject to optimization. We have applied this method extensively in drug discovery, producing marked improvements
in experiment interpretation and lead generation.
27
Another major component of BioSymetrics’ platform
is the Phenograph. The Phenograph TM is BioSymetrics’ proprietary knowledge graph. The purpose of the Phenograph TM
is to map human genes and phenotypes to those of model systems, allowing virtual phenotypic screening , target nomination, and active
learning feedback. The Phenograph TM contains 5,856 diseases associated with one or more phenotypes in humans, and 16,676 human
genes with one or more orthologous zebrafish genes. Zebrafish genes are mapped to phenotypic terms using over 300 individually-trained
machine learning models, that fill in the gaps of known gene-phenotype associations. Leveraging this platform, we can prioritize human
genes on the basis of predicted experimental phenotype, reducing the number of required experiments to produce human-informed in vivo
disease models.
Finally, one important component
of the BioSymetrics platform is that it couples AI-based prediction with experimental validation. BioSymetrics has designed deep learning-based
computer vision software that automatically identifies and characterizes organ systems relevant to neurological, cardiovascular, and muscle
development ( Figure below ). Additionally, BioSymetrics has developed a proprietary light stimulus battery and characterized a small
number of known CNS therapeutics and unknown compounds, providing an initial basis for evaluation of chemical effects.
A large-scale behavioral profiling platform for
identification of neurotherapeutics. (A) 96-well plate containing 8 zebrafish larvae per well, as used for behavioral profiling. (B-C)
Line plots showing activity over time for 48 replicate wells focusing in on a small (5 min) part of the behavioral profile. Unlike control
wells (B), drug-treated wells (C) show much higher activity levels. (D-H) Example profiles for 5 different reference compounds showing
the average behavioral profiles for control and compound-treated wells (n= 4 wells; orange and blue lines, respectively). Note that each
of the 5 compounds causes a distinct behavioral profile. (I) Examples of morphological segmentation. Colored micrographs of laterally
oriented zebrafish larvae show computer-vision-based organ segmentation using trained ML classifiers.
28
In prior work, we leveraged our
motion profiling capabilities to identify novel neuroactive compounds capable of resolving epilepsy-related phenotypes. Specifically,
we screened 1400 compounds from a proprietary small molecule library both with and without addition of a chemical convulsant. The experimental
component of this screen was completed by one technician in 10 days, giving us an approximate pace of 1,000 compounds screened per technician
per week. This study resulted in identification of a hit compound that later showed efficacy in a mouse seizure model, now being further
progressed as a potential therapeutic by BioSymetrics. Additionally, during the course of this study we screened approximately 100 known
neuroactives, including clinical anticonvulsants, antidepressants, antipsychotics, and dopaminergic signaling activators and inhibitors.
This study produced two key observations that are critical for this application. The result is both an experimental platform and coupled
computational model that can identify both neurotherapeutics and neurotoxins, the former through direct experimental screening, and the
latter through machine-learning based prediction based on chemical structure.
We next examined the ability of
one of these compounds (BioS_831) to resolve seizures in a murine model using a previously established electroshock seizure assay. Briefly,
after dosing each mouse with either BioS_831, negative control (vehicle), or positive control (Sodium Valproate), electroshock is delivered
transauricularly using stimulation at 50 Hz and 50 mA for 0.8 seconds with a pulse width of 10 milliseconds. The total number of hind
limb flexes, hind limb extensions, and mortality rate is monitored for 60 seconds following electroshock, as are other adverse events.
We screened BioS_831 at both a low and high dose and found that at 40 mg/kg of BioS_831 significantly increased latency time to tonic
seizure induction and significantly reduced the number of observed tonic extension seizures, as compared to vehicle control. Notably,
unlike the ASM Sodium Valproate, BioS_831 did not cause sedation or ataxia. Sodium Valproate (VPA) while effective in this model at this
concentration, results in high levels of neurotoxicity, and has been associated with multi-organ failure, underscoring the importance
of not observing negative neurological effects with our novel compound. Post-study PK analysis showed good distribution of BioS_831 into
the brains of the test animals (average brain to plasma ratio 0.68). Since the electroshock seizure model is not based on seizure induction
through hypofunction of KCC2, these findings suggest that our zebrafish epilepsy primary screening model is capable of identifying novel
compounds that show translation to mammalian generalized epilepsy models and suggest that BioS_831 could further be optimized as a potential
anti-epileptic therapeutic.
Additionally, during the course
of this study we screened approximately 100 known neuroactives in our zebrafish model including clinical anticonvulsants, antidepressants,
antipsychotics, and dopaminergic signaling activators and inhibitors. The result is both an experimental platform and coupled computational
model that can identify both neurotherapeutics and neurotoxins, the former through direct experimental screening, and the latter through
machine-learning based prediction based on chemical structure.
BioSymetrics intends to expand the use of its platform
across the biopharmaceutical and healthcare markets. The company is developing its technology in compliance with applicable healthcare
data privacy regulations, including HIPAA and GDPR, and is focused on building AI solutions that address the growing demand for robust,
transparent, and reliable applications of artificial intelligence in life sciences.
Our Intellectual Property
Patents and licenses are key to
our business. Our strategy is to file patent applications to protect technology, inventions, and improvements to inventions that we consider
important for the development of our business. We rely on a combination of patent, copyright, trademark, and trade secret laws, as well
as continuing technological innovations, proprietary knowledge, and various third-party agreements, including, without limitation, confidentiality
agreements, materials transfer agreements, research agreements, and licensing agreements, to establish and protect our proprietary rights.
We aim to take advantage of all of the intellectual property rights that are available to us and seek the protection of those rights so
that we can fully exploit our innovations.
We also protect our proprietary
information by requiring our employees, consultants, contractors, and other advisors to execute nondisclosure and assignment of invention
agreements upon commencement of their respective employment or engagement.
29
Corporate History
We were incorporated under the
laws of the State of Delaware on January 18, 2011, under the name Putnam Hills Corp. and in 2014 we merged with and changed our name to
DanDrit Biotech USA, Inc. In 2018, we acquired Enochian Biopharma and changed our name to Enochian BioSciences Inc. In August 2023, the
Company changed its corporate name to Renovaro Biosciences Inc. On February 13, 2024, the Company changed its corporate name to Renovaro
Inc. On February 13, 2024, Renovaro Inc. acquired Renovaro Cube Intl Ltd and its subsidiaries, in which Renovaro Cube became a wholly-owned
subsidiary of Renovaro Inc. On April 8, 2025, the Company acquired BioSymetrics, Inc. and its subsidiary, as a wholly owned subsidiary.
On August 20, 2025, the Company changed its corporate name from Renovaro Inc. to Lunai Bioworks Inc.
Going Concern and Management’s Plans
The Company’s consolidated
financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred substantial
recurring losses from continuing operations, has used cash in the Company’s continuing operations, and is dependent on additional
financing to fund operations. As of December 31, 2025, the Company had cash and cash equivalents of $491,645, an accumulated deficit of
$509,442,953 and a working capital deficit of $19,487,088. 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, validation, and commercialization of its AI-driven
neurology and oncology diagnostics and therapeutic development 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. 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 2026 is expected to be used to satisfy existing and future obligations and liabilities and working capital needs, to support
commercialization of our products, to conduct the clinical and regulatory work to develop our product candidates, and to begin building
working capital reserves.
Results of Operations for the Three and Six Months ended December 31,
2025 and 2024
The following table sets forth
our revenues, expenses and net income, loss for the three and six months ended December 31, 2025 and 2024. The financial information below
is derived from our unaudited condensed consolidated financial statements.
30
For the Three Months Ended
For the Six Months Ended
December 31,
Increase/(Decrease)
December 31,
Increase/(Decrease)
2025
2024
$
%
2025
2024
$
%
Operating Expenses
General and administrative
$ 1,766,210
$ 4,353,123
$ (2,586,913 )
(59 )%
$ 4,176,726
$ 9,654,373
$ (5,477,647 )
(57 )%
Research and development
45,872
161,084
(115,212 )
(72 )%
70,279
551,273
(480,994 )
(87 )%
Goodwill impairment
—
—
—
0 %
—
47,614,729
(47,614,729 )
100 %
Long-lived asset impairment
—
—
—
0 %
831,915
—
831,915
100 %
Depreciation and amortization
11,332
32,109
(20,777 )
(65 )%
52,854
64,494
(11,640 )
(18 )%
Total Operating Expenses
1,823,414
4,546,316
(2,722,902 )
(60 )%
5,131,774
57,884,869
(52,753,095 )
(91 )%
LOSS FROM OPERATIONS
(1,823,414 )
(4,546,316 )
2,722,902
(60 )%
(5,131,774 )
(57,884,869 )
52,753,095
(91 )%
Other Income (Expenses)
Change in fair value of contingent consideration
140,000
(2,590,000 )
2,730,000
(105 )%
510,000
6,660,000
(6,150,000 )
(92 )%
Loss on extinguishment of debt
—
—
—
0 %
(6,329,592 )
—
(6,329,592 )
(100 )%
Changed in fair value of equity securities
—
—
—
0 %
156,849
—
156,849
100 %
Gain on bankruptcy of subsidiary
—
—
—
0 %
12,019,227
—
12,019,227
100 %
Interest expense
(121.508 )
(98,891 )
(22,617 )
23 %
(243,908 )
(348,971 )
105,063
(30 )%
Interest and other income
5,518
(17,187 )
22,705
(132 )%
38,815
109,411
(70,596 )
(65 )%
Total Other Income (Expense)
(24,010 )
(2,706,078 )
2,730,088
(101 )%
6,151,391
6,420,440
(269,049 )
(4 )%
NET INCOME (LOSS)
$ (1,799,404 )
$ (7,252,394 )
$ 5,452,990
(75 )%
$ 1,019,617
$ (51,464,429 )
$ 52,484,046
(102 )%
Revenues
We are a pre-revenue, pre-clinical
biotechnology and artificial intelligence driven healthcare technology company. We have never generated revenues and have incurred losses
since inception. We do not anticipate earning any revenues until our therapies or products are approved for marketing and sale.
Expenses
Our operating expenses for the three months ended December 31, 2025 and 2024,
were $1,823,414 and $4,546,316 respectively, representing a decrease of $2,722,902 or approximately
60% . The decrease in operating expenses primarily relates to the decrease in general and administrative expenses of $2,586,913
and research and development expenses of $115,212.
Our operating expenses for the
six months ended December 31, 2025 and 2024, were $5,131,774 and $57,884,869 respectively, representing
a decrease of $52,753,095, or approximately 91% . The decrease in operating expenses primarily relates to the decrease in goodwill
impairment of $47,614,729, general and administrative expenses of $5,477,647, research and development expenses of $480,994, partially
offset by the increase in intangible asset impairment of $831,915.
General and administrative expenses
for the three months ended December 31, 2025, and 2024, were $1,766,210 and $4,353,123, respectively, representing a decrease of $2,586,913
or approximately 59%. The variance is primarily related to a decrease in legal expenses of $717,092, compensation and related expenses
of $591,638, consulting fees expense of $383,735, non-cash stock-based compensation expense of $429,812 and rent expense of $136,365,
investor relation expenses of $86,243 and accounting related expense of $77,120.
General and administrative expenses
for the six months ended December 31, 2025, and 2024, were $4,176,726 and $9,654,373, respectively, representing a decrease of $5,477,647
or approximately 57%. The variance is related to a decrease in consulting fees expense of $1,960,495, legal expenses of $1,616,069, compensation
and relates expenses of $797,019,non-cash stock-based compensation expense of $606,148, travel and related expenses of $108,772 and information
technology expenses of $76,669.
31
Research and development expenses
for the three months ended December 31, 2025, and 2024, were $45,872 and $161,084, respectively, representing a decrease of $115,212 or
approximately 72%. The variance is primarily driven by a decrease of $121,511 in consulting expenses and outside services related to pre-clinical
testing.
Research and development expenses
for the six months ended December 31, 2025, and 2024, were $70,279 and $551,273, respectively, representing a decrease of $480,994 or
approximately 87%. The variance is primarily driven by a decrease of $344,382 in consumables and reagents, and $143,777 in consulting
expenses.
The Company recorded other income
of $24,010 for the three months ended December 31, 2025, compared to other expense of $2,706,078 for the three months ended December 31,
2024, representing a decrease in other expense of $2,730,088 or 101%. The variance is primarily due to a decrease of $2,730,000 in the
change in fair value of contingent consideration in the current period.
The Company recorded other income
of $6,151,391 for the six months ended December 31, 2025, compared to other income of $6,420,440 for the six months ended December 31,
2023, representing a decrease in other expense of $269,049 or 4%. The variance is primarily due to the change in fair value of contingent
consideration liability of $6,150,000 in the current period, loss on extinguishment of debt of $6,329,592 in the current period, partially
offset by the gain on bankruptcy of subsidiary in the amount of $12,019,227.
Net Income (Loss)
Net loss for the three months ended
December 31, 2025, and 2024, was $1,799,404 and $7,252,394, respectively, representing an decrease in net loss of $5,452,990 or approximately
75%. The decrease in net loss was primarily due to a decrease in the change in fair value of contingent consideration of $2,730,000, a
decrease in general and administrative expenses of $2,586,913 and a decrease in research and development expenses of $115,212.
Net income (loss) for the six months
ended December 31, 2025, and 2024, was $1,019,617 and $(51,464,429) respectively, representing a decrease in net loss of $52,484,046 or
approximately 102%. The decrease in net loss was primarily due to decrease in goodwill impairment of $47,614,729, gain on bankruptcy of
subsidiary of 12,019,227 and a decrease in general and administrative expenses of $5,477,647.
Liquidity and Capital Resources
We have historically satisfied
our capital and liquidity requirements through funding from stockholders, the sale of our Common Stock and warrants, and debt financing.
We have never generated any sales revenue to support our operations, and we expect this to continue until our therapies or products are
approved for marketing in the United States and/or Europe. Even if we are successful in having our therapies or products approved for
sale in the United States and/or Europe, we cannot guarantee that a market for the therapies or products will develop. We may never be
profitable.
As noted above under the heading
“Going Concern and Management’s Plans,” through December 31, 2025, we have incurred substantial losses. We will need
additional funds both in the next twelve months and beyond for (a) research and development, (b) increases in personnel, (c) the purchase
of equipment, and investment in the development and validation of our technology. The availability of any required additional funding
cannot be assured. In addition, an adverse outcome in legal or regulatory proceedings in which we are currently involved or in the future
may be involved could adversely affect our liquidity and financial position. We may raise such funds from time to time through public
or private sales of our equity or debt securities. Such financing may not be available on acceptable terms, or at all, and our failure
to raise capital when needed could materially adversely affect our growth plans and our financial condition and results of operations.
As of December 31, 2025, the Company
had $491,645 in cash and working capital deficit of $19,487,088 as compared to $92,700 in cash and working capital deficit of $28,109,502
as of June 30, 2025, an increase of 430% and decrease of 31%, respectively.
32
Assets
Total assets at December 31, 2025,
were $6,666,446 compared to $8,230,840 as of June 30, 2025. The decrease in assets is primarily due to the impairment of operating lease
right-of-use assets of $687,371, amortization of prepaid assets of $543,237, decrease of investment in equity securities of $387,851,
partially offset by the increase of cash of $398,945 in the current period.
Liabilities
Total liabilities at December 31,
2025, were $20,215,234 compared to $29,580,681 as of June 30, 2025. The decrease in total liabilities was primarily related to the decrease
of $7,045,741 in notes payable – related parties, $915,595 in accrued expenses, $216,220 in accounts payable, $510,000 in contingent
consideration liability and $303,937 in other current liabilities.
The following is a summary of the
Company’s cash flows (used in) or provided by operating, investing, and financing activities:
Six Months
Ended
December 31,
2025
Six Months
Ended
December 31,
2024
Net Cash Used in Operating Activities
$ (2,420,323 )
$ (4,576,052 )
Net Cash Provided by Investing Activities
543,462
—
Net Cash Provided by Financing Activities
2,293,357
4,620,162
Effect of exchange rates on cash
(17,551 )
47,187
Change in Cash and Cash Equivalents
$ 398,945
$ 91,297
Cash Flows
The decrease in our cash
used in operating activities is primarily related to the changes in our operating assets and liabilities. The change is primarily driven
by our net income offset by significant non-cash charges such as stock-based compensation, impairments and change in fair value of contingent
consideration. Additionally, our operating cash flow was positively impacted by changes in our operating assets and liabilities, primarily
other receivables, prepaid expenses and accounts payable.
Cash provided by investing activities
during the period is primarily related to proceeds from the sale of equity securities of $544,700.
Cash provided by financing activities
during the period primarily related to proceeds of $750,000 from a private placement, $1,815,000, net of $58,495 placement costs, in notes
payable that were partially offset by $271,643 in repayment of a finance agreement.
Off-Balance Sheet Arrangements
The Company does not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material
to investors.
Significant Accounting Policies and Critical Accounting
Estimates
The methods, estimates, and judgments
that we use in applying our accounting policies have a significant impact on the results that we report in our financial statements. Some
of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding
matters that are inherently uncertain.
For a summary of our accounting
policies, see Note 1 to the unaudited condensed consolidated financial statements.
33
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
As a “smaller reporting company”
as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information required by this
Item.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.