What changed in this filing

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Item 1. Financial Statements

2024-08-09 compared with 2024-05-20 · 443 added, 295 removed, 658 unchanged (53% of the section changed)

1 unchanged sentence

Balance Sheets

and cash equivalents

receivable, net

and other current assets

June 30, 2024

Current Assets:

and Equipment, at cost:

- accumulated depreciation

and equipment, net

lease right of use asset, net

portion of operating lease payable

payable - convertible notes, net of unamortized financing fees $ 235,281

as of March 31, 2024 and December 31, 2023, respectively

Share liability

Cash and cash equivalents

Accounts receivable, net

Prepaids and other current assets

Total current assets

Property and Equipment, at cost:

Less - accumulated depreciation

Property and equipment, net

Other Assets:

Operating lease right of use asset, net

Intangible assets, net

Current Liabilities:

lease payable, net of current portion

Accounts payable

Accrued expenses

Current portion of operating lease payable

Notes payable

Notes payable - convertible notes, net of unamortized debt discount of $ 206,464

as of June 30, 2024 and December 31, 2023, respectively

Customer deposits

Share liability

Warrant liabilities

Total current liabilities

Non-current Liabilities:

and contingencies (see note 12)

Operating lease payable, net of current portion

Total non-current liabilities

Total liabilities

Commitments and contingencies (see note 12)

Stockholders’ Deficit

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1,000,000 shares authorized;

0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Convertible Series Seed Preferred stock, $ 0.001 par value;

120,000 shares authorized;

0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

stock, $ 0.001 par

100,000,000 shares

6,594,897 and

6,508,897 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

paid in capital

0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Preferred stock, value

Common stock, $ 0.001 par value;

100,000,000 shares authorized;

6,841,621 and 6,508,897 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Additional paid in capital

Accumulated deficit

( 53,596,472 )

( 48,558,111 )

Stockholders’ Deficit

Total Stockholders’ Deficit

( 5,258,382 )

( 1,403,241 )

Liabilities and Stockholders’ Deficit

to condensed financial statements are an integral part of these statements.

Total Liabilities and Stockholders’ Deficit

accompanying notes are an integral part of these unaudited condensed financial statements

Statements of Operations (Unaudited)

the Three Months Ended March 31,

of Goods Sold

and Development

and Administrative

For the Three Months Ended

For the Six Months Ended

Cost of Goods Sold

Selling Expenses

Research and Development

General and Administrative

Operating Loss

( 2,206,832 )

Income (Expense):

in fair value of warrant liability

in fair value of derivative liability

of debt discount and issuance cost

( 1,117,541 )

Extinguishment

of debt liabilities

other income (expense), net

( 4,038,952 )

( 2,013,814 )

Other (Expense) Income:

Financing charges

Interest expense

Change in fair value of warrant liability

Change in fair value of derivative liability

Amortization of debt discount and issuance cost

( 3,550,592 )

and diluted loss per share

Average Shares Outstanding

to condensed financial statements are an integral part of these statements.

Extinguishment of debt liabilities

Other expense

Total other (expense) income, net

( 1,118,073 )

( 2,395,208 )

$ ( 2,917,710 )

$ ( 2,235,614 )

$ ( 5,038,361 )

$ ( 4,409,022 )

Per-Share Data

Basic and diluted loss per share

Weighted Average Shares Outstanding

Basic and diluted

accompanying notes are an integral part of these unaudited condensed financial statements

Statements of Stockholders’ Deficit (Unaudited)

Preferred Stock

Stockholders’

as of January 1, 2023

For the Three and Six Months Ended June 30, 2023

Convertible Series A Preferred Stock

Convertible Series Seed Preferred Stock

Additional Paid

Stockholder’s

Balance, January 1, 2023

$ ( 33,931,428 )

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( 2,173,408 )

as of March 31, 2023

Balance, March 31, 2023

( 36,104,836 )

( 7,747,021 )

as of January 1, 2024

( 2,235,614 )

Balances, June 30, 2023

$ ( 38,340,450 )

$ ( 9,982,635 )

For the Three and Six Months Ended June 30, 2024

Convertible Series A Preferred Stock

Convertible Series Seed Preferred Stock

Additional Paid

Stockholder’s

Balance, January 1, 2024

$ ( 48,558,111 )

$ ( 1,403,241 )

Warrants exercised

Additional paid in capital from warrants issued under consulting agreement

Additional paid in capital from warrants issued as debt discount

from agreements

Additional paid in capital form warrants issued as debt discount

Common stock issued from agreements

( 2,120,651 )

as of March 31, 2024

Balance, March 31, 2024

( 50,678,762 )

( 3,184,454 )

to condensed financial statements are an integral part of these statements.

( 50,678,762 )

( 3,184,454 )

Additional paid in capital from warrants issued under consulting agreement

Common stock issued from agreements

( 2,917,710 )

Balances, June 30, 2024

$ ( 53,596,472 )

$ ( 5,258,382 )

$ ( 53,596,472 )

$ ( 5,258,382 )

accompanying notes are an integral part of these unaudited condensed financial statements

Statements of Cash Flows (Unaudited)

the Three Months Ended March 31,

Flows from Operating Activities

For the Six Months Ended June 30,

Cash Flows from Operating Activities

$ ( 5,038,361 )

$ ( 4,409,022 )

to reconcile net loss to net cash

used by operating activities:

of debt discount and issuance cost

and amortization

for losses on accounts receivable

lease expense

Adjustments to reconcile net loss to net cash used by operating activities:

Amortization of debt discount and issuance cost

Depreciation and amortization

Provisions for losses on accounts receivable

Non-cash lease expense

Stock-based compensation

Extinguishment

of derivative liability

Extinguishment of derivative liability

( 1,129,498 )

of common stock for non-cash consideration

Issuance of warrants for non-cash consideration

in fair value of derivative liabilities

in fair value of warrant liabilities

in operating assets and liabilities:

and other current assets

lease liability

cash used by operating activities

Issuance of common stock for non-cash consideration

Fair value of warrants issued for non-cash consideration

Finance charges

Change in fair value of derivative liabilities

Change in fair value of warrant liabilities

Changes in operating assets and liabilities:

Accounts receivable

Prepaids and other current assets

Accounts payable

Accrued expenses

Customer deposits

Operating lease liability

Net cash used by operating activities

( 2,947,295 )

Flows from Investing Activities

to property and equipment

cash used by investing activities

Flows from Financing Activities

costs in advance of sale of common stock

from exercised warrants

payments on notes payable

( 1,248,137 )

from notes payable

from convertible notes, net of fees

cash provided by financing activities

Increase (Decrease) in Cash and Cash Equivalents

and Cash Equivalents at Beginning of Period

and Cash Equivalents at End of Period

Disclosure of Non-Cash Cash Activities

paid for interest

paid for income taxes

Schedule of Non-Cash Investing and Financing Activities

Cash Flows from Investing Activities

Additions to property and equipment

Additions to intangible assets

Net cash used by investing activities

Cash Flows from Financing Activities

Offering costs paid

Proceeds from exercised warrants

Principal payments on notes payable

( 2,724,479 )

Proceeds from notes payable

Proceeds from convertible notes, net of fees

Net cash provided by financing activities

Net Increase (Decrease) in Cash and Cash Equivalents

Cash and Cash Equivalents at Beginning of Period

Cash and Cash Equivalents at End of Period

Supplemental Disclosure of Non-Cash Operating Activities

Cash paid for interest

Cash paid for income taxes

Supplemental Schedule of Non-Cash Investing and Financing Activities

Recognition of right of use asset

Common stock issued for consulting services

value of warrant liabilities from convertible notes

value of derivative liabilities of conversion feature from convertible notes

Fair value of warrants from debt discount

in convertible notes classified of additional paid in capital

to condensed financial statements are an integral part of these statements.

Fair value of warrant liabilities from convertible notes

Fair value of derivative liabilities of conversion feature from convertible notes

Fair value of warrants from debt discount in convertible notes classified as additional paid in capital

accompanying notes are an integral part of these unaudited condensed financial statements

Basis of Presentation, Organization and Other Matters

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preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during

the reporting periods.

significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these

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Company’s Level 1 assets/liabilities include cash, accounts receivable, accounts payable, prepaids, and other current assets.

believes the estimated fair value of these accounts on March 31, 2024 approximate their carrying value as reflected in the balance sheets

believes the estimated fair value of these accounts on June 30, 2024 approximate their carrying value as reflected in the balance sheets

due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

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used in the models are significant to the fair values of the assets and liabilities.

were no transfers between any of the levels during the periods ended March 31, 2024 and December 31, 2023.

In addition to assets and

liabilities that are recorded at fair value on a recurring basis, the Company’s assets and liabilities are also subject to nonrecurring

fair value measurements.

As of March 31, 2024 and December 31, 2023, the Company had no assets that were measured on a nonrecurring basis.

were no transfers between any of the levels during the periods ended June 30, 2024 and December 31, 2023.

In addition to assets and liabilities

that are recorded at fair value on a recurring basis, the Company’s assets and liabilities are also subject to nonrecurring fair

value measurements.

As of June 30, 2024 and December 31, 2023, the Company had no assets that were measured on a nonrecurring basis.

and Diluted Net Income (Loss) per Share

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average of all potentially dilutive shares of common stock that were outstanding during the periods presented.

As of March 31, 2024 and

As of June 30, 2024 and

December 31, 2023, there were no preferred stock dividends declared or paid.

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In periods when losses are reported, which

is the case for March 31, 2024 and 2023 presented in these financial statements, the weighted-average number of common shares outstanding

is the case for June 30, 2024 and 2023 presented in these financial statements, the weighted-average number of common shares outstanding

excludes common stock equivalents because their inclusion would be anti-dilutive.

Company had the following potentially dilutive common stock equivalents at March 31, 2024 and 2023:

Company had the following potentially dilutive common stock equivalents at June 30, 2024 and 2023:

Schedule of Dilutive Common Stock Equivalents

Series A Preferred Stock

Series Seed Preferred Stock

Warrants for Convertible Series A Preferred

Convertible Series A Preferred Stock

Convertible Series Seed Preferred Stock

Pre-Funded Warrants for Common Stock

Convertible Bridge Debt

following table presents the calculation of the basic and diluted net loss per share and the effect of preferred stock dividends:

Schedule of Basic and Diluted Net Loss Per Share

Three Months Ended June 30,

Six Months Ended June 30,

$ ( 2,917,710 )

$ ( 2,235,614 )

$ ( 5,038,361 )

$ ( 4,409,022 )

Preferred stock dividends

Net income (loss) available to common stockholders

( 2,917,710 )

( 2,426,313 )

( 5,038,361 )

( 4,788,325 )

Weighted average shares of common stock outstanding - basic and diluted

Basic and diluted net loss per share

specializes in the development, production, and sale of medical neuromodulation devices to healthcare providers primarily located

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when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects

to be entitled in exchange for those goods or services, in an amount that reflects the consideration which the Company expects to be

entitled in exchange for those goods or services.

to be entitled in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within

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of Satisfaction

Company typically satisfies its performance obligations as the goods are delivered.

Company typically satisfies its performance obligations as the goods are shipped.

that are shipped to customers are typically shipped FOB shipping point with freight prepaid by the Company.

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

As of March 31, 2024, we had a stockholders’ deficit of $ 3,184,454

As of June 30, 2024, we had a stockholders’ deficit of $ 5,258,382

and short-term outstanding borrowings of $ 4,767,335 .

As of March 31, 2024, we had cash of $ 81,752 and

a working capital deficit of $ 3,407,877 .

As June 30, 2024, we had cash of $ 1,765,274

and a working capital deficit of $ 5,482,316 .

August 9, 2023, the Company consummated its initial public offering, conducted on a firm commitment basis, pursuant to which it sold

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Since repayment is not assured, the Company provided an allowance for the entire balance of principal and interest as of December 31,

The current allowance is $ 1,166,069 as of March 31, 2024.

The current allowance is $ 1,012,800 as of June 30, 2024.

The current loan balances are as follows:

Schedule of Related Party Transactions

March 31, 2024

for Collection Risk

June 30, 2024

Shareholder 1

Shareholder 2

Allowance for Collection Risk

( 1,012,800 )

December 31, 2023

for Collection Risk

Shareholder 1

Shareholder 2

Allowance for Collection Risk

( 1,012,800 )

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his appointment to the Board of Directors.

For the three months ended March 31, 2024 and 2023, the Company paid Mr.

For the six months ended June 30, 2024 and 2023, the Company paid Mr.

Watkins $ 0 and $ 4,708 ,

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No amounts were owed to Mr.

Watkins as of March 31, 2024 and December 31, 2023, respectively, for these services.

Watkins as June 30, 2024 and December 31, 2023, respectively, for these

Company’s former Chief Financial Officer is contracted for services through a third-party public accounting firm.

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The firm is engaged by the Company to provide accounting and tax services on a continuous

Fees paid for services were $ 62,987 and $ 17,551 for the three months ended March 31, 2024 and 2023, respectively.

owed RBSK for open invoices of $ 68,899 and $ 84,279 that are included in accounts payable as of March 31, 2024 and December 31, 2023,

Fees paid for services were $ 127,550

for the six months ended June 30, 2024 and 2023,

respectively.

The Company owed RBSK for open invoices of $ 47,897

that are included in accounts payable as of June

30, 2024 and December 31, 2023, respectively.

Notes Payable

Company borrowed $ 250,000 on December 16, 2021, from Channel Partners Capital.

The note called for 65 weekly payments of $ 4,923 with

the final payment scheduled for March 16, 2023.

The note’s interest rate computes to a nominal rate of 40.9 %.

The principal outstanding

as of January 1, 2022 was $ 244,048 .

The Company borrowed $ 122,000 on September 16, 2022, to bring the principal balance back to $ 250,000 .

After making scheduled payments, the Company borrowed $ 107,231 on May 24, 2023, to bring the principal balance back to $ 250,000 .

terms of the note are the same as the previous note with the final payment scheduled for August 22, 2024.

The principal outstanding as

of June 30, 2024 and December 31, 2023 was $ 38,797 and $ 148,062 , respectively.

The Company believes that the advancement of additional

funds is a minor modification to the terms of the existing loan since the difference in present value of the cash flows under the terms

of the new loan is less than 10% of the present value of the remaining cash flows under the terms of the original loan.

the modification was accounted for as a modification of debt.

lender was granted and assigned a continuing security interest in all the Company’s personal property assets including, but not

limited to, business equipment, inventory, accounts, accounts receivable, intellectual property, chattel paper, instruments, deposit

accounts, commercial tort claims, contract rights, licenses, claims, and general intangibles.

expense totaled $ 7,840 and $ 21,735 for the three and six months ended June 30, 2024.

The future minimum principal payments to be

paid in 2024 is $ 38,797 .

November 8, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with a shareholder for the issuance 1,260,504

1,260,504 shares of Series B Convertible Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”),

for an aggregate purchase price of $ 3,000,000 paid in 15 monthly installments of $ 200,000 each, commencing on the later of January

10, 2024 or a date after stockholders approve of an amendment to the Company’s Certificate of Incorporation to authorize the

creation of the Series B Preferred Stock (the “Stockholder Approval”).

The Series B Preferred Stock is convertible at

any time into shares of common stock of the Company without any further consideration.

Following the issuance of the Series B

Preferred Stock, it will rank senior to the common stock with respect to payments upon the liquidation, dissolution and winding up

shares of Series B Convertible Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”), for an aggregate

purchase price of $ 3,000,000 paid in 15 monthly installments of $ 200,000 each, commencing on the later of January 10, 2024 or a date

after stockholders approve an amendment to the Company’s Certificate of Incorporation to authorize the creation of the Series B

Preferred Stock (the “Stockholder Approval”).

The Series B Preferred Stock is convertible at any time into shares of common

stock of the Company without any further consideration.

Following the issuance of the Series B Preferred Stock, it will rank senior to

the common stock with respect to payments upon the liquidation, dissolution and winding up of the Company.

Due to a delay in Stockholder

Approval, the Company amended the SPA on February 12, 2024 to issue a promissory note, due and payable on the earlier of 15 months or

12 months if the Series B Preferred Stock has not been authorized, convertible into Series B Preferred Stock with identical funding amounts

February and March of 2024, the Company entered into a series of convertible promissory notes totaling $ 3,135,000 with terms identical

to the $ 3,000,000 convertible promissory note issued on February 12, 2024 (collectively referred to as the “Original 2024 Convertible

Promissory Notes”).

2024 Original Convertible Promissory Notes bear interest at 8.5 % per annum payable quarterly in either cash or common stock at the election

of the Company.

Due to a delay in Stockholder Approval, the Company amended the SPA on February 12, 2024 to issue a promissory note,

due and payable on the earlier of 15 months or 12 months if the Series B Preferred Stock has not been authorized before such date, convertible into Series B Preferred Stock with identical funding amounts and terms.

the first quarter of 2024, the Company entered into a series of convertible promissory notes totaling $ 3,135,000

with identical terms to the $ 3,000,000

convertible promissory note issued on February 12, 2024 (collectively referred to as the “2024 Convertible Promissory

As of March 31, 2024, the Company has received $ 1,535,000

of the principal amount with the remainder due in monthly installments through the maturity date in March of 2025.

Company’s private placement agent fees included (i) 10% of the funded principal amount and (ii) warrants calculated as 6.0% of

the funded principal amount divided by the $2.38 exercise price.

The fair value of the warrants of $97,465 were deferred as a

financing fee and classified as additional paid in capital .

The private placement agreement was terminated on March 18, 2014

pursuant to an new advisory agreement (See Note 12).

2024 Convertible Promissory Notes bear interest at 8.5 % per annum payable quarterly in either cash or common stock at the election of

At any time following the date of shareholder approval to authorize the creation of Series B Preferred Stock prior to the

maturity date, the investor may elect to convert all or part of the principal into the Company’s Series B Preferred Stock at a

conversion price per share equal to $ 2.38 .

At any time following the date of shareholder approval to authorize the creation of Series B Preferred Stock prior to

the maturity date, the investor may elect to convert all or part of the principal into the Company’s Series B Preferred Stock at

a conversion price per share equal to $ 2.38 .

Without limiting the forgoing, all principal amounts outstanding on the maturity date will

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of the Series B Preferred Stock plus accrued but unpaid dividends into an equivalent amount of common stock at the $ 2.38 conversion price.

As of March 31, 2024, no investor has converted any portion of the 2024 Convertible Notes into Series B Preferred Stock as the shareholders

have not yet authorized its issuance.

Accrued interest totaled $ 76,319 and $ 66,648

as of March 31, 2024 and December 31, 2023, respectively.

The unamortized debt discount on the 2024 Convertible Promissory Notes total $ 235,281 as of March 31, 2024.

Amortization of the debt

discount on the 2024 Convertible Notes totaled $ 21,863 for the three months ended March 31, 2024.

As of June 30, 2024, no investor has converted any portion of the Original 2024 Convertible Notes into Series B Preferred Stock as the

shareholders have not yet authorized its issuance.

May 21, 2024, the Company entered into three convertible promissory notes with related institutional accredited investors with terms

similar to the Original 2024 Convertible Promissory Notes (collectively referred to as the “Amended 2024 Convertible Promissory

Notes”) for an additional amount of $ 3,000,000 .

Certain provisions to the SPA and Certificate of Designation previously issued

on February 12, 2024 changed, including (i) the number of shares of preferred stock to be designated as Series B Preferred Stock was

increased from 1,500,000 to 5,000,000 , (ii) the stated value of the Series B Preferred Stock was changed from $ 1.00 to $ 2.38 per share,

(iii) the right to receive dividends will expire automatically on June 30, 2025, (iv) the liquidation rights will automatically expire

on June 30, 2025, and (v) the number of shares of the common stock that a holder of Series B preferred stock is entitled to receive

shall not exceed the maximum percentage chosen by the holder, which is initially set at between 4.99 % and 19.99 % until shareholder approval

is obtained, of the number of outstanding shares of the common stock at the time of the conversion of the Series B preferred stock shares.

maturity date shall be on the earlier of (i) June 21, 2025, (ii) upon written demand occurring on or after March 21, 2025 in the event

that the Series B preferred shares have not been duly authorized on or before such date, or (iii) immediately upon the occurrence of

an event of default.

Automatic conversion into shares of Series B preferred stock (at a conversion price of $ 2.38 per share) will occur

following the date of shareholder approval.

In the event the Company fails to obtain shareholder approval before August 15, 2024, rights

exist to convert the outstanding amount into shares of the common stock, at a price per share of $ 2.38 .

of June 30, 2024, the Company received $ 4,935,000 of the principal amount of the Amended 2024 Convertible Notes with the remainder due

in monthly installments through March of 2025.

Company’s private placement agent fees included (i) 10% of the Original 2024 Convertible Promissory Notes funded principal amount

and (ii) warrants calculated as 6.0% of the funded principal amount divided by the $2.38 exercise price.

The fair value of the warrants

of $97,465 were deferred as a financing fee and classified as additional paid in capital.

The private placement agreement was terminated

on March 18, 2024 pursuant to an new advisory agreement (See Note 12).

interest totaled $ 66,648 as

of June 30, 2024 and December 31, 2023, respectively.

On June 28, 2024, the Company paid $ 79,588 in

accrued interest for the first and second quarters of 2024 on the Amended 2024 Convertible Promissory Notes in the form of 33,454 shares

of the Company’s common stock .

The unamortized debt discount on the Amended 2024 Convertible Promissory Notes total $ 206,464 as

of June 30, 2024.

Interest expense totaled $ 72,857 and $ 85,522 for the three and six months ended June 30, 2024, respectively.

Amortization of the debt discount on the Amended 2024 Convertible Notes totaled $ 63,817 and $ 85,500 for

the three and six months ended June 30, 2024, respectively.

the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and

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The Company did not have any finance

leases as of March 31, 2024 and December 31, 2023.

leases as of June 30, 2024 and December 31, 2023.

Company had three leases primarily consisting of office space in Versailles and Carmel, Indiana.

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As long as the Company

isn’t in default, they are only obligated to pay an amount equal to 50% of the monthly base rent for months 1-10 .

is not in default, it is only obligated to pay an amount equal to 50% of the monthly base rent for months 1-10.

lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the

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and real estate taxes, which are recorded as expenses when incurred.

the three months ended March 31, 2024 and 2023, the Company recognized $ 25,756 and $ 11,729 of operating lease expense, including short-term

lease expense and variable lease costs, which are immaterial.

the six months ended June 30, 2024 and 2023, the Company recognized $ 46,423

of operating lease expense, including short-term

lease expense and variable lease costs.

following table presents information related to the Company’s operating leases:

Schedule of Operating Leases

lease right-of-use assets

current liabilities

lease liabilities

Weighted-average

remaining lease term (in years)

Weighted-average

discount rate

of March 31, 2024, the maturities of the Company’s operating lease liabilities were as follows:

Operating lease right-of-use assets

Other current liabilities

Operating lease liabilities

Weighted-average remaining lease term (in years)

Weighted-average discount rate

of June 30, 2024, the maturities of the Company’s operating lease liabilities were as follows:

Schedule of Maturities Operating Lease Liabilities

lease payments

Total lease payments

imputed interest

present value of lease payments

Total present value of lease payments

Common Stock and Warrants

Company authorized 100,000,000 shares

of common stock, of which 6,594,897 and 6,508,897 were

issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

In conjunction with 1,098,667 common

shares issued upon the completion of the initial public offering on August 8, 2023, the Company also issued (i) 1,244,228 common

shares upon conversion of 506,637 shares

of Convertible Series A Preferred Stock and 115,477 shares

of Convertible Series Seed Preferred Stock, (ii) 1,649,900 common

shares upon conversion of convertible notes, (iii) 425,000 common

shares as payment to vendors for services and (iv) 127,780 common

shares upon the exercise of warrants.

On January 10, 2023, the Company’s board of directors authorized a 2-for-1

reverse stock split .

All share information

in these financial statements has been adjusted for this reverse stock split.

Company authorized 100,000,000 shares of common stock, of which 6,841,621 and 6,508,897 shares were issued and outstanding as of June

30, 2024 and December 31, 2023, respectively.

In conjunction with 1,098,667 common shares issued upon the completion of the initial public

offering on August 8, 2023, the Company also issued (i) 1,244,228 common shares upon conversion of 506,637 shares of Convertible Series

A Preferred Stock and 115,477 shares of Convertible Series Seed Preferred Stock, (ii) 1,649,900 common shares upon conversion of convertible

notes, (iii) 425,000 common shares as payment to vendors for services and (iv) 127,780 common shares upon the exercise of warrants.

January 10, 2023, the Company’s board of directors authorized a 2-for-1 reverse stock split .

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statements has been adjusted for this reverse stock split.

January 10, 2023, the Company’s board of directors authorized a 2-for-1 reverse stock split .

All share information in these financial

statements has been adjusted for this reverse stock split.

August 9, 2023, the Company consummated an initial public offering, conducted on a firm commitment basis, pursuant to which it sold 1,098,667

shares of its common stock at a price of $ 6.00 per share, resulting in gross proceeds of $ 6,592,002 .

On January 2, 2024, the Company issued 75,000 shares of common stock with a fair value of $ 200,250 pursuant to a consulting agreement.

As the term of the consulting agreement covers the full fiscal year ending December 31, 2024, the Company expensed $ 50,062 in the three

month’s ended March 31, 2024 with the remaining $ 150,188 recorded in prepaids and other current assets as of March 31, 2024.

January 2, 2024, the Company issued 75,000 shares of common stock with a fair value of $ 200,250 pursuant to a consulting agreement related

to the Company’s transition to a public company.

As the term of the consulting agreement covers the full fiscal year ending December

31, 2024, the Company expensed $ 50,062 and $ 100,125 in the three month and six months ended June 30, 2024, respectively, with the remaining

$ 100,125 recorded in prepaids and other current assets in the condensed balance sheets as of June 30, 2024.

January 19, 2024, the Company received proceeds of $ 26,180 from an existing shareholder and issued 11,000 shares of common stock upon

the exercise of a warrant agreement at $ 2.38 per share.

April 11, 2024, the Company issued 53,063 shares of common stock to an existing shareholder to settle a convertible note dispute.

Company recorded the fair value of the settlement totaling $ 230,823 as financing charge in the condensed statements of operations.

June 28, 2024 the Company issued 90,032

shares of common stock to pre-IPO Series A Preferred

Shareholders to settle certain claims.

The Company recorded the fair value of the settlement totaling $ 286,458

as other expense in the condensed statements

of operations.

June 28, 2024, the Company issued 33,454 shares of common stock to holders of the Amended 2024 Convertible Promissory Notes in lieu of

$ 79,588 in cash payments for interest through June 30, 2024.

June 28, 2024, the Company issued 24,343 shares

of common stock to its Board of Directors for their service from the Company’s IPO on August 9, 2023 through March 31, 2024.

The fair value of the services were recorded as general and administrative expense in the condensed statements of operations

totaling $ 39,452 from August 9, 2023 through December 31, 2023 and $ 28,219 during the six months ended June 30, 2024.

June 28, 2024, the Company issued 25,832 shares of common stock to its previous Chief Operating Officer in accordance with a severance

agreement executed on April 10, 2024.

The Company recorded the fair value of the severance provision totaling $ 78,788 as general and

administrative expense in the condensed statements of operations.

June 28, 2024, the Company issued 20,000 shares of common stock to it previous CFO for services provided during the IPO.

recorded the fair value of the services totaling $ 55,600 as general and administrative expense in the condense statements of operations.

connection with a bridge loan, the Company issued a warrant on September 18, 2018 that allows the holder to purchase common stock from

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This warrant was pre-funded in the amount of $ 2,734,340 .

The warrant allows the holder to purchase 289,779

shares of Series A Preferred Stock at $ 9.44

per share and is subject to adjustment for certain

allows the holder to purchase 289,779 shares of Series A Preferred Stock at $ 9.44 per share and is subject to adjustment for certain

equity events.

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On August 14, 2023, the 144,890

Series A Preferred Stock warrants were converted

common stock warrants.

2022, the Company issued 793,655

five-year warrants to purchase common stock equal

to one hundred percent (100%) of the shares into which the 2022 convertible notes can be converted at issuance.

The 2024 Convertible

Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $ 2.38 .

Series A Preferred Stock warrants were converted to 289,779 common stock warrants.

2022, the Company issued 793,655 five-year warrants to purchase common stock equal to one hundred percent (100%) of the shares into which

the 2022 convertible notes can be converted at issuance.

The 2024 Convertible Promissory Notes triggered the anti-dilution clause of

the original agreement and decreased the exercise price to $ 2.38 .

March to June of 2023, the Company issued 505,570 one-year warrants to purchase common stock equal to fifty percent (50%) of the shares

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The warrants have an exercise price of $ 5.25 per share.

The 2024 Convertible Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $ 2.38 .

Convertible Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $ 2.38 .

August 9, 2023, the Company issued 122,202 five-year warrants to purchase common stock pursuant to an advisory agreement with a consulting

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The warrants have an exercise price of $ 6.00 per share.

The 2024 Convertible Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $ 2.38 .

The 2024 Convertible

Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $ 2.38 .

August 14, 2023, the Company issued 186,156 five-year warrants to purchase common stock pursuant to an agreement with an underwriter

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The warrants have an exercise price of $ 7.20 per share.

The 2024 Convertible Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $ 2.38 .

From January to March of 2024, the Company issued 38,697 warrants to its private placement agent in conjunction with the 2024 Convertible

The 2024 Convertible

Promissory Notes triggered the anti-dilution clause of the original agreement and decreased the exercise price to $ 2.38 .

January to March of 2024, the Company issued 38,697 warrants to its private placement agent in conjunction with the 2024 Convertible

Promissory Notes at an exercise price of $ 2.38 to purchase common stock.

March 30, 2024, the Company issued 7,563 warrants pursuant to an advisory agreement at

an exercise price of $ 2.38 to purchase common stock (See Note 12).

following is a summary of warrant activity for common stock during the periods ended March 31, 2024 and December 31, 2023:

The Company recorded the fair value of the services totaling

$ 74,278 as financing fees in the condensed balance sheets as of June 30, 2024.

March to June of 2024, the Company issued 30,252 warrants pursuant to a capital markets advisory agreement at an exercise price of $ 2.38

to purchase common stock (See Note 12).

The Company recorded the fair value of the advisory services totaling $ 59,370 as general and

administrative expense in the condensed statements of operations.

following is a summary of warrant activity for common stock during the periods ended June 30, 2024 and December 31, 2023:

Schedule of Warrant Activity for Common Stock

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Weighted-Avg.

as of January 1, 2023

Cancelled/Expired

as of December 31, 2023

Prefunded Warrants

as of March 31, 2024

Contractual Life

Outstanding as of January 1, 2023

Converted Prefunded Warrants

Outstanding as of December 31, 2023

Outstanding as of June 30, 2024

following is a summary of warrant activity for preferred stock during the year ended December 31, 2023:

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Weighted-Avg.

as of January 1, 2023

Preferred Stock

Outstanding as of January 1, 2023

Cancelled/Expired

as of December 31, 2023

There was no preferred

stock warrant activity for the three months ended March 31, 2024.

following table summarizes the Company’s warrants outstanding and exercisable as of March 31, 2024.

Outstanding as of December 31, 2023

was no preferred stock warrant activity for the three and six months ended June 30, 2024.

following table summarizes the Company’s warrants outstanding and exercisable as of June 30, 2024:

Schedule of Warrants outstanding and Exercisable

Hannasch W-01

Corporation PSA-01

Brian Hannasch W-01

September 18, 2028

Masimo Corporation PSA-01

2022 Convertible Notes

2023 Convertible Notes

Agreement Warrants

Underwriter’s

Consulting Agreement Warrants

Underwriter’s Warrants

August 8, 2028

Company is a party to two investment banking and advisory agreements with a consulting firm engaged in connection with listing our common

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Preferred Stock

Company has authorized 1,120,000 shares

of preferred stock of which 1,000,000 has

been designated Series A Preferred Stock and 120,000 has

been designated Series Seed Preferred Stock, of which 0 shares

of Series A Preferred Stock and 0 shares

of Series Seed Preferred Stock are issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

Company has authorized 1,120,000 shares of preferred stock of which 1,000,000 has been designated Series A Preferred Stock and 120,000

has been designated Series Seed Preferred Stock, of which 0 shares of Series A Preferred Stock and 0 shares of Series Seed Preferred

Stock are issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

following is a summary of Preferred Stock terms:

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Stock Options and Awards

following is a summary of stock option activity for the periods ended March 31, 2024 and December 31, 2023:

following is a summary of stock option activity for the periods ended June 30, 2024 and December 31, 2023:

Schedule of Stock Option Activity

as of January 1, 2023

Contractual Life

Weighted Avg.

Outstanding as of January 1, 2023

Cancelled/Expired

as of December 31, 2023

Outstanding as of December 31, 2023

Cancelled/Expired

as of March 31, 2024

and Exercisable as of March 31, 2024

Outstanding as of June 30, 2024

Vested and Exercisable as of June 30, 2024

compensation expense is classified in the Company’s statements of operations as general and administrative expense.

Compensation expense totaled $ 237,000 and $ 0 for the three months ended March 31, 2024 and 2023, respectively (See Note 9).

March 31, 2024, there was no unrecognized

compensation expense related to unvested options granted under the Company’s share-based compensation plans.

expense totaled $ 227,000 and $ 0 for the six months ended June 30, 2024 and 2023, respectively (See Note 9).

As of June 30, 2024,

there was no unrecognized compensation expense related to unvested options granted under the Company’s share-based compensation

Share Liability

of March 31, 2024, the Company had not issued 100,000

shares of its common stock pursuant to a hiring grant of an executive officer, representing stock compensation expense of $ 237,000

in the three months ended March 31, 2024, due to administrative delays.

These shares are classified as share liabilities as

they have been authorized but not yet issued as of the reporting date.

of June 30, 2024, the Company had not issued (i) 100,000

shares of its common stock pursuant to a hiring

grant of an executive officer, representing stock compensation expense of $ 227,000

in the six months ended June 30, 2024 and (ii)

shares of its common stock pursuant to an agreement

for marketing services representing $ 30,131

in advertising expense for the three and six months ended June

30, 2024, due to administrative delays.

These shares are classified as share liabilities as they have been authorized but not yet issued

as of the reporting date.

Company expects to issue these shares to the respective shareholder as soon as the administrative delays are resolved.

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The administrative delays are not expected to have any material impact on the financial position or results of operations of

best estimate is that the administrative delays will be resolved within the next fiscal quarter, at which point the share

liabilities will be eliminated, and the shares will be issued.

However, the timing of resolution is subject to various factors, and

actual timing may vary.

best estimate is that the administrative delays will be resolved within the next fiscal quarter, at which point the share liabilities

will be eliminated, and the shares will be issued.

However, the timing of resolution is subject to various factors, and actual timing

Warrant Liabilities

evaluates all of the Company’s financial instruments and contracts, including issued warrants to purchase its Class A common

stock and Series B Preferred Stock, to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives, pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

evaluates all of the Company’s financial instruments and contracts, including issued warrants to purchase its Class A common stock

and Series B Preferred Stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,

pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including whether such instruments should be recorded

as liabilities or as equity, is reassessed at the end of each reporting period.

Company utilizes a Monte Carlo simulation model for warrants that have an option to convert at a variable number of shares to compute

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income or expense in the statements of operations.

Company utilizes a Monte Carlo simulation model for warrants that have an option to convert at a variable number of shares to

compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date.

inputs utilized in the application of the Monte Carlo model included a starting stock price of $ 9.20

per share, an expected remaining term of each warrant as of the valuation date, estimated volatility ranging from 68% to 80 %,

drift, and a risk-free rate ranging from 4.00 %

Company utilizes a Monte Carlo simulation model for warrants that have an option to convert at a variable number of shares to compute

the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date.

The inputs utilized

in the application of the Monte Carlo model included a starting stock price of $ 9.20 per share, an expected remaining term of each warrant

as of the valuation date, estimated volatility ranging from 68 % to 80 %, drift, and a risk-free rate ranging from 4.00 % to 4.22 %.

interest rate:

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The Company’s remaining term is based on the remaining contractual maturity of the warrants.

following are the changes in the warrant liabilities during the periods ended March 31, 2024 and December 31, 2023.

following are the changes in the warrant liabilities during the periods ended June 30, 2024 and December 31, 2023.

Schedule of Changes in Warrant Liabilities

liabilities as of January 1, 2023

in fair value of warrant liabilities

Warrant liabilities as of January 1, 2023

Changes in fair value of warrant liabilities

Reclassify to equity

( 3,827,807 )

liabilities as of December 31, 2023

in fair value of warrant liabilities

liabilities as of March 31, 2024

Warrant liabilities as of December 31, 2023

Changes in fair value of warrant liabilities

Warrant liabilities as of March 31, 2024

Changes in fair value of warrant liabilities

Warrant liabilities as of June 30, 2024

Derivative Liabilities

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or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Company has identified derivative instruments arising from the conversion shares from convertible notes in Note 4 as of March 31,

2024 and December 31, 2023.

Company identified derivative instruments arising from the conversion shares from convertible notes in Note 4 as of December 31, 2023.

Company utilizes a Monte Carlo simulation model for commitment shares that have an option to convert at a variable number of shares to

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Schedule of Changes in Derivative Liabilities

liabilities as of January 1, 2023

in fair value of derivative liabilities

Extinguishment

of derivative liabilities

Derivative liabilities as of January 1, 2023

Changes in fair value of derivative liabilities

Extinguishment of derivative liabilities

( 3,912,527 )

liabilities as of December 31, 2023

There was no derivative

liability activity for the three months ended March 31, 2024.

Derivative liabilities as of December 31, 2023

was no derivative liability activity for the three and six months ended June 30, 2024.

Commitments and Contingencies

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The trademark does not have a determinate life and therefore the cost is not being amortized.

Advisory Agreement

On March 18, 2024, the Company terminated

its private placement services agreement and entered into an advisory agreement for debt, equity and public securities market services for one year.

The advisory agreement includes a monthly fee of $ 30,000

and 7,563 common stock warrants to be issued monthly at an exercise price of $ 2.38 with a term of five years.

March 18, 2024, the Company terminated its private placement services agreement and entered into an advisory agreement for debt, equity

and public securities market services for one year.

The advisory agreement includes a monthly fee of $ 30,000 and 7,563 common stock warrants

to be issued monthly at an exercise price of $ 2.38 with a term of five years.

On June 28, 2024, the Company issued 90,032

shares of common stock to various pre-IPO Series A Preferred Stock shareholders to settle certain claims.

The Company recorded the

fair value of the settlements totaling $ 286,458 as other expense in the Condensed Statements of Operations (See Note 6).

the Company authorized the issuance of 104,378

shares of its common stock to settle remaining claims with pre-IPO Series A Preferred Stock shareholders classified as $ 290,171

of other expense for the three and six months ended June 30, 2024 in the Condensed Statements of Operations and accrued expenses in

the Condensed Balance Sheets as of June 30, 2024.

These common shares have not yet been issued as of the reporting date as the Company

awaits execution of the settlement agreements by the counterparties.

Employment Agreements

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date of October 1, 2022, with initial terms from 2 to 5 years and optional one-year renewals .

total base salaries for the nine key employees in the agreements are $ 1,920,000

per year with various provisions for annual increases.

In addition to base salaries, eight of the employees have a provision for a

special one-time incentive payment to be paid in a lump sum after the start date.

The total amount of these special incentive

payments is $ 1,100,000 .

The special incentive payment amount includes any accrued backpay wages for the employee.

That amount for backpay was $ 417,390

and was paid in 2023.

total base salaries for the nine key employees in the agreements are $ 1,920,000 per year with various provisions for annual increases.

In addition to base salaries, eight of the employees have a provision for a special one-time incentive payment to be paid in a lump sum

after the start date.

The total amount of these special incentive payments is $ 1,100,000 .

The special incentive payment amount includes

any accrued backpay wages for the employee.

That amount for backpay was $ 417,390 and was paid in 2023.

are seven key employees that have stock options of the Company totaling 1,238,712 shares.

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special options bonuses of $ 14,821,830 were contingent upon a successful initial public offering.

The incentive bonuses have been

paid in full while the special options bonuses will be recorded when paid.

The incentive bonuses have been paid

in full while the special options bonuses will be recorded when paid.

April 10, 2024, the employment of the Company’s Chief Operating Officer was terminated.

Pursuant to the employment agreement, the

Company will (i) make salary continuation payments based on an annual salary of $ 275,000 through October 10, 2024, (ii) provide health

care coverage through October 10, 2025, (iii) issue 25,832 shares of common stock at a fair value of $ 78,788 and (iv) make a $ 41,980

one-time payment in lieu of the exercise of 13,764 stock options that expired on January 2, 2024.

time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material

49 unchanged sentences

damages when Medicare administrative contractors declined to pay plaintiffs for their use of the device.

On September 28, 2022, the Company filed a

motion to dismiss all claims.

On May 25, 2023, the Court issued an Order and a Memorandum Opinion which dismissed the

plaintiff’s claims related to the RICO Act.

The remaining claims are still pending, and no trial date has been set for the case.

The Court has vacated its Scheduling Order

at the parties’ request so that the parties could try to resolve the disputes in both cases through an independent third-party

September 28, 2022, the Company filed a motion to dismiss all claims.

On May 25, 2023, the Court issued an Order and a Memorandum Opinion

which dismissed the plaintiff’s claims related to the RICO Act.

The remaining claims are still pending, and no trial date has been

set for the case.

Court has vacated its Scheduling Order at the parties’ request so that the parties could try to resolve the disputes in both cases

through an independent third-party mediator.

No mediation date has been set.

While it is too early to predict the ultimate outcome of this matter, we believe the

Company has meritorious defenses and intends to defend this matter vigorously.

While it is too early to predict the ultimate outcome of

this matter, we believe the Company has meritorious defenses and intends to defend this matter vigorously.

Subsequent Events

On April 4, 2024, the Board approved the

issuance of 53,063 shares of common stock to an existing shareholder to settle a 2023 convertible note dispute.

As the condition

existed as of March 31, 2024, the Company expensed the settlement value of $230,823 to financing charges for the three months ended

March 31, 2024.

On April 10, 2024, the employment of the Company’s

Chief Operating Officer was terminated.

Pursuant to the employment agreement, the Company will make salary continuation payments based

on an annual salary of $ 275,000 through October 10, 2024 and provide health care coverage through October 10, 2025.

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been

no events that have occurred that would require adjustments to our disclosures in the condensed financial statements.

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