What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-20 compared with 2023-09-22 · 222 added, 199 removed, 270 unchanged (61% of the section changed)

1 unchanged sentence

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

should read the following discussion and analysis of our financial condition and results of operations together with our unaudited

financial statements and the related notes appearing in this Quarterly Report on Form 10-Q.

Some of the information contained in this

discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for

our business and related financing, includes forward-looking statements that involve risks, uncertainties, and assumptions.

should read the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections of o ur final prospectus filed with the United States Securities and Exchange Commission

(the “SEC”) on August 11, 2023 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Prospectus”)

(filed in connection with our IPO) for a discussion of important factors that could cause actual results to differ materially from the results described in

or implied by the forward-looking statements contained in the following discussion and analysis.

should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial

statements and the related notes appearing in this Quarterly Report on Form 10-Q.

Some of the information contained in this discussion

and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy

for our business and related financing, includes forward-looking statements that involve risks, uncertainties, and assumptions.

read the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections of o ur

final prospectus filed with the United States Securities and Exchange Commission (the “SEC”) on August 11, 2023 pursuant

to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Prospectus”) (filed in connection with our IPO) for

a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the

forward-looking statements contained in the following discussion and analysis.

are a medical technology company focused on developing neuromodulation therapies to address chronic and debilitating conditions in children

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of functional nausea in children, post-concussion syndrome in children, and cyclic vomiting syndrome in children.

our inception, we have incurred significant operating losses.

Our net loss was $2.2 million and $1.5 million for the three months ended

June 30, 2023 and 2022, respectively, and $4.4 million and $2.7 million for the six months ended June 30, 2023, and 2022, respectively.

As of June 30, 2023, we had an accumulated deficit of $38.3 million.

Our auditors have expressed substantial doubt about our ability

to continue as a going concern paragraph in their audit opinion.

We expect to incur significant expenses and operating losses for the

foreseeable future as we continue to pursue widespread insurance coverage of our IB-Stim device and seek FDA clearance of our device

for other indications.

There are a number of milestones and conditions that we must satisfy before we will be able to generate sufficient

revenue to fund our operations, including FDA clearance of our IB-Stim device to treat future indications.

Since our inception, we have incurred significant operating losses.

net loss was $4.9 million and $2.1 million for the three months ended September 30, 2023 and 2022, respectively, and $9.3 million and

$4.8 million for the nine months ended September 30, 2023, and 2022, respectively.

As of September 30, 2023, we had an accumulated deficit

of $43.2 million.

Our auditors have expressed substantial doubt about our ability to continue as a going concern paragraph in their audit

We expect to incur significant expenses and operating losses for the foreseeable future as we continue to pursue widespread insurance

coverage of our IB-Stim device and seek FDA clearance of our device for other indications.

There are a number of milestones and conditions

that we must satisfy before we will be able to generate sufficient revenue to fund our operations, including FDA clearance of our IB-Stim

device to treat future indications.

Affecting our Business and Results of Operations

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Our largest sales were to three

hospitals representing approximately 37% and 52% of total sales for the three months ended June 30, 2023 and 2022, respectively, and

to three hospitals representing approximately 42% and 54% of total sales for the six months ended June 30, 2023 and 2022, respectively.

hospitals representing approximately 50% and 41% of total sales for the three months ended September 30, 2023 and 2022, respectively,

and to three hospitals representing approximately 43% and 51% of total sales for the nine months ended September 30, 2023 and 2022, respectively.

did not have a material impact on our operations for any applicable period, and we do not expect inflation to have a material impact

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expense consists of payroll and professional fees and is our most significant expense category.

Payroll and professional fees account

for approximately 86.4% of our G&A expenses.

The balance of the expenses are normal operating expenses for facility expenses, utilities,

We expect G&A expenses to increase during the remainder of 2023 as we transition to operating as a public company, but

we expect G&A expense to stabilize within two years of completion of the IPO.

Payroll and professional fees

account for approximately 86.8% of our G&A expenses for the nine months ended.

The balance of the expenses are normal operating expenses for facility

expenses, utilities, travel, etc.

We expect G&A expenses to increase during the remainder of 2023 as we transition to operating

as a public company, but we expect G&A expense to stabilize within two years of completion of the IPO.

Profit and Gross Margin

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of Operations

of the Three and Six Months Ended June 30, 2023 and 2022 ( U naudited)

Months Ended June 30,

and development

and administrative

of the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

Cost of goods sold

Selling expenses

Research and development

General and administrative

Operating loss

$ (3,022,339 )

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$ (1,819,215 )

income (expense):

in fair value of warrant liability

in fair value of derivative financial instruments

of debt discount and issuance cost

Extinguishment

of derivative liabilities

$ (5,041,290 )

$ (2,386,012 )

$ (2,655,278 )

Other income (expense):

Financing charges

Interest expense

Interest income

Change in fair value of warrant liability

Change in fair value of derivative financial instruments

Amortization of debt discount and issuance cost

Extinguishment of debt liabilities

Other expense

Total other income (expense)

$ (4,904,356 )

3 unchanged sentences

$ (4,766,433 )

sales decreased $37 thousand, or 5.4%, from $683 thousand for the three months ended June 30, 2022, to $646 thousand for

the three months ended June 30, 2023.

Net sales decreased $2 thousand, or 0.1%, from $1,453 thousand for the six months

ended June 30, 2022, to $1,451 thousand for the six months ended June 30, 2023.The decreases were primarily due to ordering patterns

of our major customers.

We believe net sales will increase as we ramp up our marketing efforts and as our IB-Stim device is cleared by

the FDA for other indications, such as functional nausea, post-concussion syndrome and cyclic vomiting syndrome in children.

$ (4,546,945 )

sales decreased $141 thousand, or 23%, from $618 thousand for the three months ended September 30, 2022, to $477 thousand for the three

months ended September 30, 2023.

Net sales decreased $143 thousand, or 6.9%, from $2,072 thousand for the nine months ended September

30, 2022, to $1,929 thousand for the nine months ended September 30, 2023.The decreases were primarily due to ordering patterns of our

major customers.

We believe net sales will increase as we ramp up our marketing efforts and as our IB-Stim device is cleared by the FDA

for other indications, such as functional nausea, post-concussion syndrome and cyclic vomiting syndrome in children.

of Goods Sold

of goods sold decreased 14.2% in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022,

mainly because of decreased product sales discussed above.

Costs of goods sold increased 6.2% in the six months ended June

30, 2023, as compared to the six months ended June 30, 2022.

Cost of goods sold slightly increased while sales were relatively flat, mainly because a small amount of devices that were sold below the regular price.

We expect costs of goods sold to remain relatively constant as we grow, primarily due to our current pricing with our contract manufacturer.

profit increased $25 thousand, from $604 thousand for the three months ended June 30, 2022, to $578 thousand for the three

months ended June 30, 2023, representing 89.5% of revenue in the 2023 period and 88.4% of revenue in the 2022 period.

Gross profit decreased $11 thousand, from $1,298 thousand for the six months ended June 30, 2022, to $1,287 thousand for the six months ended

June 30, 2023, representing 88.7% of revenue in the 2023 period and 89.4% of revenue in the 2022 period.

The decreases were primarily

due to increased cost of goods sold mentioned above.

We believe gross profit will continue to grow as sales increase, which, in turn, is tied to broader insurance

margin increased 1.1%, from 89.5% for the three months ended June 30, 2023, to 88.4% for the three months ended June 30, 2022.

margin remained relatively flat with sales.

Gross margin decreased 0.7%, from 88.7% for the six months ended June 30, 2023, to 89.4%

for the six months ended June 30, 2022.

of goods sold decreased 0.5% in the three months ended September 30, 2023, as compared to the three months ended September 30, 2022.

Cost of goods sold slightly decreased while sales decreased significantly, mainly because a small amount of devices that were sold below

the regular price.

Costs of goods sold increased 4.1% in the nine months ended September 30, 2023, as compared to the nine months ended

September 30, 2022.

Cost of goods sold increased while sales decreased, mainly because a small amount of devices that were sold below

the regular price.

We expect costs of goods sold to remain relatively constant as we grow, primarily due to our current pricing with

our contract manufacturer.

profit decreased $141 thousand, from $551 thousand for the three months ended September 30, 2022, to $410 thousand for the three months

ended September 30, 2023, representing 85.9% of revenue in the 2023 period and 89.1% of revenue in the 2022 period.

Gross profit decreased

$152 thousand, from $1,850 thousand for the nine months ended September 30, 2022, to $1,698 thousand for the nine months ended September

30, 2023, representing 88.0% of revenue in the 2023 period and 89.3% of revenue in the 2022 period.

The decreases were primarily due

to decreased net sales mentioned above.

We believe gross profit will continue to grow as sales increase, which, in turn, is tied to broader

insurance coverage.

margin decreased 3.2%, from 89.1% for the three months ended September 30, 2022, to 85.9% for the three months ended September 30, 2023.

Gross margin remained relatively flat with sales.

expenses were down 38.2% in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022.

expenses were down 29.1% in the six months ended June 30, 2023, as compared to the six months ended June 30, 2022.

Gross margin decreased 1.3%, from 89.3% for the nine months ended September 30, 2022,

to 88.0% for the nine months ended September 30, 2023.

Gross margin remained relatively flat with sales.

expenses were down 21.3% in the three months ended September 30, 2023, as compared to the three months ended September 30, 2022.

expenses were down 27.2% in the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022.

primarily due to lower commission costs in 2023.

The commission costs were directly attributable to the decrease in commission rate

from 15.0% in 2022 to 12.0% in 2023.

The commission costs were directly attributable to the decrease in commission rate from

15.0% in 2022 to 12.0% in 2023.

and Development

expense increased 703.4% in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022.

increased 118.0% in the six months ended June 30, 2023, as compared to the six months ended June 30, 2022.

This increase was due to new product development expense in the second quarter of 2023.

R&D costs are expected to increase during the remainder of 2023.

expense decreased 47.8% in the three months ended September 30, 2023, as compared to the three months ended September 30, 2022.

expense increased 18.9% in the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022.

This increase

was due to new product development expense in the third quarter of 2023.

R&D costs are expected to increase during the remainder

and Administrative

expense increased 33.1% in the three months ended June 30, 2023, as compared to the three months ended June 30, 2022.

expense increased 38.3% in the six months ended June 30, 2023, as compared to the six months ended June 30, 2022.

increase was due primarily to wages and professional fees.

We expect G&A expense to decrease

in 2024 primarily because of reduced costs following the completion of the IPO.

operating loss increased $448 thousand, or 66.9%, for the three months ended June 30, 2023, as compared to the three months ended June

operating loss increased $831 thousand, or 70.2%, for the six months ended June 30, 2023, as compared to the six months ended

June 30, 2022.

primarily due to increased wages and professional fees.

expense increased 110.0% in the three months ended September 30, 2023, as compared to the three months ended September 30, 2022.

expense increased 68.6% in the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022.

This increase

was due primarily to wages and professional fees.

We expect G&A expense to decrease in 2024 primarily because of reduced costs following

the completion of the IPO.

Our operating loss increased $1,819 thousand, or 151.2%, for the three months

ended September 30, 2023, as compared to the three months ended September 30, 2022.

Operating loss increased $2,655 thousand, or 111.3%,

for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022 primarily due to increased wages

and professional fees.

Income (Expense)

expense increased $271 thousand for the three months ended June 30, 2023

and increased $891 thousand for the six months ended June 30, 2023.

The increases were primarily attributable to amortization of debt

discount, and interest expense.

These losses were primarily offset by extinguishment of derivative liability due to repayment of some

of the convertible notes, and favorable changes in the fair value of the derivative and warrant liabilities.

net loss increased approximately $719 thousand, or 47.4%, in the three months ended June 30, 2023, as compared to the three months

ended June 30, 2022.

Net loss increased approximately $1.7 million, or 64.1%, in the six months ended June 30, 2023, as compared to

the six months ended June 30, 2022.

The change was attributable to the increase in G&A expenses, and the other income (expense)

section discussed above.

Other expense increased $1,005 thousand for the three months ended September

30, 2023 and increased $1,891 thousand for the nine months ended September 30, 2023.

The increases were primarily attributable to amortization

of debt discount.

These losses were primarily offset by gain on share conversion and change in fair value.

Our net loss increased approximately $2.8 million, or 135.8%, in the three

months ended September 30, 2023, as compared to the three months ended September 30, 2022.

Net loss increased approximately $4.5 million,

or 95.4%, in the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022.

The change was attributable

to the increase in G&A expenses, and the other income (expense) section discussed above.

and Capital Resources

had cash on hand of approximately $51 thousand at June 30, 2023, as compared to cash-on-hand of approximately $254 thousand at

December 31, 2022.

Working capital deficit for June 30, 2023 was $11.0 million, as compared to working deficit of $6.5 million

at December 31, 2022.

The decrease in working capital was due to increased accounts payable, and liabilities assumed in connection with

issuance of the Notes.

See “— Recent Development s.”

have incurred losses since inception and have funded our operations primarily with a combination of sales, debt, and the sale of

capital stock.

As of June 30, 2023, we had an stockholders’ deficit of approximately $10.0 million.

At June 30, 2023, we had

short-term outstanding borrowings of approximately $1.5 million, and long-term outstanding borrowings of approximately $.04 million

net of discounts of $4,421,424.

As of June 30, 2023, we had cash of approximately $51 thousand and a working capital deficit of

approximately $11.0 million.

We had cash on hand of approximately $761 thousand at September 30, 2023,

as compared to cash-on-hand of approximately $254 thousand at December 31, 2022.

Working capital deficit for September 30, 2023 was $1.3

million as compared to working deficit of $6.5 million at December 31, 2022.

The decrease in working capital was due to liabilities assumed

in connection with unissued shares.

We have incurred losses since inception and have funded our operations primarily

with a combination of sales, debt, and the sale of capital stock.

As of September 30, 2023, we had an stockholders’ deficit of approximately

$1.1 million.

At September 30, 2023, we had short-term outstanding borrowings of approximately $194 thousand, and no long-term outstanding

future capital requirements will depend upon many factors, including progress with developing, manufacturing, and marketing our technologies,

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the first quarter of 2024.

anticipate our sales over the next 12 months to be approximately $10 million, assuming our expectations with respect to acceptance by

insurance providers are generally correct, and we anticipate our liquidity needs above and beyond our revenue over the next 12 months

to be approximately $4 million.

Additionally,

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next 12 months the cost of being a reporting public company will be approximately $0.5 million.

following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2023

Six Months Ended June 30,

Net cash used in operating activities

following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended September 30,

2023 and 2022:

Months Ended September 30,

cash used in operating activities

$ (4,064,419 )

$ (2,083,689 )

Net cash used by investing activities

Net cash provided by financing activities

Activities – Cash used in operating activities primarily consisted of general and administrative expense resulting in a net

loss for the year.

The net loss was partially offset by favorable changes in accounts payable, and accrued expenses in the 2023 period,

and accrued expenses in the 2022 period.

cash used by investing activities

cash provided by financing activities

Activities – Cash used in operating activities primarily consisted of the extinguishment of derivative, warrant liabilities,

and accounts payable.

The net loss was partially offset by a favorable change in the amortization of debt discount and issuance cost

in the 2023 period.

Activities – Net cash provided by investing activities primarily consisted of equipment additions.

Activities - Net cash provided by financing activities in the six months ended June 30, 2023, and the six months ended June 30, 2022

primarily consisted of proceeds from new convertible debt.

Activities - Net cash provided by financing activities in the nine months ended September 30, 2023 primarily consisted of proceeds

from the issuance of common stock and convertible notes, partially offset by principal payments on notes payable.

August 11, 2023, the Company consummated its initial public offering (the “IPO”), conducted on a firm commitment basis, pursuant

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paid the underwriters an underwriting discount of seven percent (7%) of the amount raised in the offering.

In addition, we also

paid the underwriters a non-accountable expense allowance in the amount of 1% (such 8% in commissions and fees amounted to a total of

In addition, we also paid

the underwriters a non-accountable expense allowance in the amount of 1% (such 8% in commissions and fees amounted to a total of $527

thousand) at closing, as well as $175 thousand for the reimbursement of certain of the underwriters’ expenses.

Additionally,

as partial consideration for services rendered in connection with the offering, the Company issued Alexander unregistered warrants to

purchase an aggregate of 65,921 shares of Company common stock, representing 6.0% of the aggregate shares sold in the offering.

have an initial exercise price of $7.20 per share (equal to 120% of the offering price per share), have a term of five years from the

commencement of sales in the offering, and are exercisable at any time.

- The Company entered into an agreement for a trademark related to the Company’s name on July 11, 2022.

The agreement called

for an initial payment of $10,000 upon execution of the agreement.

A second and final payment of $40,000 was contingent upon the

completion of the Company’s planned initial public offering.

The second payment was recognized and recorded as of the date of

the IPO subsequent to the date of our June 30, 2023 financial statements.

The trademark does not have a determinate life and

therefore the cost is not being amortized.

Debt Conversion – Pursuant to the IPO, all the convertible debt including interest from 2022 and 2023 was either

converted into common stock or paid back.

$6,760,708 of principal and interest was converted into 1,605,841 shares of common stock at

the exercise price of $4.20 per share.

During August 2023, $737,453 of principal and interest was repaid in full.

These actions extinguished

the remaining derivative liabilities, warrant liabilities, and debt discount.

Stock Conversion – Masimo Corporation, being the requisite holder of our outstanding Series A Preferred Stock and Series Seed Preferred

Stock delivered a consent, dated December 22, 2022, to automatically convert all shares of preferred stock into shares of common stock

upon consummation of the initial public offering.

As such, upon closing of the IPO, all Series A Preferred Stock

and Series Seed Preferred Stock was converted into 1,244,228 shares of common stock.

The Series A Preferred Stock was converted before

any dividends were declared or paid.

Employment Agreements – On May 4, 2023, the Company amended the Executive Employment Agreements dated August 9, 2022 to state

that the deferred bonuses and one-time incentive bonuses will be contingent upon the public offering.

As such, upon closing of the

IPO, the one-time inventive payments totaling $1.1 million became due immediately.

The closing of the IPO also triggered the

deferred bonus program to exercise stock options granted in the past.

The company will give each employee a cash reimbursement to

exercise their options.

The cash reimbursement will be in an amount equal to (i) the aggregate of the strike price or exercise price

of all Stock Options, as defined hereinafter plus (ii) a tax gross-up payment on the Aggregate Strike Price reasonably calculated by

the Company at the highest marginal rates so that after payment of all ordinary income taxes on such Aggregate Strike Price, there

remains an amount sufficient to pay such ordinary income taxes.

Additionally, as

partial consideration for services rendered in connection with the offering, the Company issued Alexander unregistered warrants to purchase

an aggregate of 65,921 shares of Company common stock, representing 6.0% of the aggregate shares sold in the offering.

The warrants have

an initial exercise price of $7.20 per share (equal to 120% of the offering price per share), have a term of five years from the commencement

of sales in the offering, and are exercisable at any time.

Trademark - The Company entered into an agreement for a trademark related

to the Company’s name on July 11, 2022.

The agreement called for an initial payment of $10,000 upon execution of the agreement.

A second and final payment of $40,000 was contingent upon the completion of the Company’s planned initial public offering.

payment has been accrued and is recorded in accounts payable and intangible assets on the balance sheet.

The trademark does not have a

determinate life and therefore the cost is not being amortized.

Convertible Debt Conversion – Pursuant to the IPO, all the convertible

debt including interest from 2022 and 2023 was either converted into common stock or paid back.

$6,760,708 of principal and interest was

converted into 1,605,841 shares of common stock at the exercise price of $4.20 per share.

During August 2023, $737,453 of principal and

interest was repaid in full.

These actions extinguished the remaining derivative liabilities, warrant liabilities, and debt discount.

As of September 30, 2023, 3,973 shares of converted stock from this raise have not been issued and are recorded at fair value on the balance

sheet in share liability.

See Note 12 Share Liabilities

Preferred Stock Conversion – Masimo Corporation, being the requisite

holder of our outstanding Series A Preferred Stock and Series Seed Preferred Stock delivered a consent, dated December 22, 2022, to automatically

convert all shares of preferred stock into shares of common stock upon consummation of the initial public offering.

As such, upon closing

of the IPO, all Series A Preferred Stock and Series Seed Preferred Stock was converted into 1,244,228 shares of common stock.

A Preferred Stock was converted before any dividends were declared or paid.

As of September 30, 2023, 1,076,242 shares of converted preferred

stock have not been issued and are recorded at fair value on the balance sheet in share liability.

See Note 12 Share Liabilities

Employment Agreements – On May 4, 2023, the Company amended the Executive Employment Agreements dated August 9, 2022 to state that

the deferred bonuses and one-time incentive bonuses will be contingent upon the public offering.

As such, upon closing of the IPO, the

one-time inventive payments totaling $1.1 million became due immediately.

The closing of the IPO also triggered the deferred bonus program

to exercise stock options granted in the past.

The company will give each employee a cash reimbursement to exercise their options.

cash reimbursement will be in an amount equal to (i) the aggregate of the strike price or exercise price of all Stock Options, as defined

hereinafter plus (ii) a tax gross-up payment on the Aggregate Strike Price reasonably calculated by the Company at the highest marginal

rates so that after payment of all ordinary income taxes on such Aggregate Strike Price, there remains an amount sufficient to pay such

ordinary income taxes.

The cash reimbursement will be issued 20% equally during the years 2024 – 2028.

The employee must exercise the options on or before the annual deferral bonus payment date to receive the bonus.

There are a total of 1,238,712 options pertaining to these agreements with an exercise price of $6.94.

March through July 2023, we entered into Securities Purchase Agreements (the “2023 SPAs”) which provide for advances of

up to $6 million in proceeds to us, subject to our satisfaction of certain conditions (“2023 Private Placement”).

Pursuant to the 2023 SPAs, from March through July of 2023, we issued Senior Secured Convertible Promissory Notes

(“Notes”) with an aggregate principal amount of $6,066,667, which amount included an original issue discount

(“OID”) of $606,667, and underwriter fees for $464,250, resulting in advance proceeds to us of $5.0 million.

automatically converted into Common Stock at an initial public offering on a primary exchange.

As a result of the $6 price of the

shares sold in the IPO, the Conversion Price was set at $4.20 per share.

The Company issued 1,498,332 shares of common stock

following the IPO.

In connection with the issuance of the Notes, we also issued five-year warrants exercisable for an aggregate of

505,570 shares of common stock with a strike price at a 25% premium to the Conversion Price or $5.25 per share subject to

anti-dilution, issuable on a pro rata basis at each funding.

The employee must exercise

the options on or before the annual deferral bonus payment date to receive the bonus.

There are a total of 1,238,712 options pertaining

to these agreements with an exercise price of $6.94.

March through July 2023, we entered into Securities Purchase Agreements (the “2023 SPAs”) which provide for advances of up

to $6 million in proceeds to us, subject to our satisfaction of certain conditions (“2023 Private Placement”).

the 2023 SPAs, from March through July of 2023, we issued Senior Secured Convertible Promissory Notes (“Notes”) with an aggregate

principal amount of $6,066,667, which amount included an original issue discount (“OID”) of $606,667, and underwriter fees

for $464,250, resulting in advance proceeds to us of $5.0 million.

The notes automatically converted into Common Stock at an initial

public offering on a primary exchange.

As a result of the $6 price of the shares sold in the IPO, the Conversion Price was set at $4.20

The Company issued 1,498,332 shares of common stock following the IPO.

In connection with the issuance of the Notes, we also

issued five-year warrants exercisable for an aggregate of 505,570 shares of common stock with a strike price at a 25% premium to the

Conversion Price or $5.25 per share subject to anti-dilution, issuable on a pro rata basis at each funding.

Company used $2.65 million of the cash received from the 2023 Private Placement pay the principal portion of some of the 2022 Senior

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Delaware and effectuated a reverse stock split of our common stock at a ratio of 1-for-2.

All share information has been adjusted for this reverse stock split.

All share information has been adjusted for

this reverse stock split.

June 23, 2022, the Company filed a Certificate of Conversion to become a Delaware corporation.

57 unchanged sentences

have agreed to pay to the Noteholders any outstanding principal amount of 2022 Senior Secured Convertible Promissory Notes, all accrued

and unpaid interest, and fees and penalties, if any, from any future financing proceeds and other future receipts, at the Noteholder’s discretion, except for the right of the Company to make bona fide payments to vendors

with common stock.

Company used $2.65 million of the cash received from the 2023 Private Placement to pay the principal portion of some of the 2022 Senior

Secured Convertible Promissory Notes from Leonite Fund I, LP, Bigger Capital Fund, LP, and District 2 Capital Fund, LP reducing the amount

due to the original issue discount or an aggregate principal amount of $294,444.

This balance will automatically convert into shares

of common stock at the terms described below of the lower of (a) $9.44 per share, or (b) a discount of 30% to the price per share in

any subsequent offering.

and unpaid interest, and fees and penalties, if any, from any future financing proceeds and other future receipts, at the Noteholder’s

discretion, except for the right of the Company to make bona fide payments to vendors with common stock.

The Company used $2.65 million of the cash received from the 2023 Private

Placement pay the principal portion of some of the 2022 Senior Secured Convertible Promissory Notes from Leonite Fund I, LP, Bigger Capital

Fund, LP, and District 2 Capital Fund, LP reducing the amount due to the original issue discount or an aggregate principal amount of $294,444

which will accrue interest at a rate of 8% per annum without maturity or default rights.

The total balance is automatically converting

into shares of common stock at a 27.5% discount ($1.65) to the per share offering price ($6.00) in the IPO.

After the closing of the initial

public offering on August 14, 2023, the Company converted the notes payable plus $173,205 in interest into 107,509 shares of common stock.

As of September 30, 2023, 107,509 shares of converted stock from this raise have not been issued and are recorded in extinguishment of

derivative liabilities.

See Note 12 Share Liabilities

December 2022 through January 2023, the Company issued unsecured convertible promissory notes to three existing investors, Todd Maxwell,

5 unchanged sentences

the Company completes a registered public offering of shares of the Company, which encompasses the closing of the IPO.

are convertible into shares of common stock at the higher of (i) $9.44 per share, or (ii) the price per share of common stock issued

pursuant to the next registered public offering of shares of the Company made prior to the conversion of any portion of the note.

accrues on the aggregate principal amount (which includes OID) and is payable on the maturity date, at the Company’s election,

in cash or in-kind.

The holders of the notes are entitled to piggyback registration rights on any registration statement filed by the

Company, other than any registration statement filed on Form S-4 or Form S-8.

The notes are

convertible into shares of common stock at the higher of (i) $9.44 per share, or (ii) the price per share of common stock issued pursuant

to the next registered public offering of shares of the Company made prior to the conversion of any portion of the note.

Interest accrues

on the aggregate principal amount (which includes OID) and is payable on the maturity date, at the Company’s election, in cash

The holders of the notes are entitled to piggyback registration rights on any registration statement filed by the Company,

other than any registration statement filed on Form S-4 or Form S-8.

are a party to three advisory agreements with Exchange Listing, LLC, a consultant engaged in connection with listing our common stock

3 unchanged sentences

NYSE American listing, and, also upon such listing, to issue Exchange Listing 125,000 shares of our common stock and to issue Exchange

Listing five-year warrants to purchase 176,939 shares of our common stock (representing 2.0% of our outstanding shares, after giving effect

to the IPO, on a fully-diluted basis) with

an exercise price of $6.00 per share (representing the public offering price of the IPO).

Pursuant to the second advisory agreement with Exchange Listing, dated June 20, 2022, and amended December 20, 2022, and amended February

10, 2023, we have agreed to pay Exchange Listing fees in the aggregate of up to $136,166 for advice in connection with communication

Listing five-year warrants to purchase 176,939 shares of our common stock (representing 2.0% of our outstanding shares, after giving

effect to the IPO, on a fully-diluted basis) with an exercise price of $6.00 per share (representing the public offering price of the

Pursuant to the second advisory agreement with Exchange Listing, dated June 20, 2022, and amended December 20, 2022, and amended

February 10, 2023, we have agreed to pay Exchange Listing fees in the aggregate of up to $136,166 for advice in connection with communication

and other related matters leading up to the IPO.

1 unchanged sentence

we have agreed to issue Exchange Listing 125,000 shares of our common stock as pre-payment for future services.

We have agreed

to piggyback registration rights with respect to the shares issuable upon exercise of the warrants.

We have agreed to piggyback

registration rights with respect to the shares issuable upon exercise of the warrants.

and Qualitative Disclosures About Market Risk

78 unchanged sentences

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 2. Management’s Discussion and Analysis