What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-08-14 · 360 added, 384 removed, 478 unchanged (61% of the section changed)

1 unchanged sentence

Consolidated Balance Sheets

June 30, 2023 (Unaudited)

September 30, 2023

December 31, 2022

35 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss

the Three and Six Months Ended June 30, 2023 and 2022

Three Months ended June 30

Six Months ended June 30,

the Three and Nine Months Ended September 30, 2023 and 2022

Three Months ended

September 30,

Nine Months ended

Cost of Goods Sold

3 unchanged sentences

Professional fees

(Gain) loss on foreign exchange

Gain on foreign exchange

Total operating expenses

15 unchanged sentences

Loss per Share (basic and diluted)

Loss per Share basic

Weighted Average Number of Shares (basic and diluted)

Weighted Average Number of Shares basic

accompanying notes form an integral part of these condensed consolidated financial statements.

Consolidated Statements of Shareholders’ Equity

the Three Months Ended June 30, 2023 and 2022

Subscriptions

Stockholders’

at April 1, 2022

$ ( 23,667,414 )

for services and subscriptions payable

exercise (note 17)

( 3,372,319 )

at June 30, 2022

the Three Months Ended September 30, 2023 and 2022

Paid-in Capital

Subscriptions Receivable

Subscription Payable

Accumulated Deficit

Translation Adjustment

Stockholders’ Equity (Deficit)

Balance at July 1, 2022

$ ( 27,039,733 )

Share issuance

Issuance for services and subscriptions payable

Warrant exercise (note 15)

( 2,877,660 )

at April 1, 2023

( 2,877,660 )

Balance at September 30, 2022

$ ( 29,917,393 )

for services and subscriptions payable

issued (note 9)

Balance at July 1, 2023

$ ( 40,704,944 )

Issuance for services and subscriptions payable

Shares issued (note 8)

Stock option forfeiture (note 16)

( 3,949,298 )

at June 30, 2023

( 3,949,298 )

Balance at September 30, 2023

$ ( 44,654,242 )

1 unchanged sentence

Consolidated Statements of Shareholders’ Equity

the Six Months Ended June 30, 2023 and 2022

Subscriptions

Stockholders’ Equity

at January 1, 2022

$ ( 20,849,805 )

for services and subscriptions payable

exercise (note 17)

the Nine Months Ended September 30, 2023 and 2022

Paid-in Capital

Subscriptions Receivable

Subscription Payable

Translation Adjustment

Stockholders’ Equity (Deficit)

Balance at January 1, 2022

$ ( 20,849,805 )

Issuance for services and subscriptions payable

Share issuance

Warrant exercise (note 15)

( 9,067,588 )

at June 30, 2022

( 9,067,588 )

Balance at September 30, 2022

$ ( 29,917,393 )

at January 1, 2023

Balance at January 1, 2023

$ ( 33,384,219 )

for services and subscriptions payable

issued (note 9)

Issuance for services and subscriptions payable

Shares issued (note 8)

Stock option forfeiture (note 16)

( 11,270,023 )

at June 30, 2023

Balance at September 30, 2023

$ ( 44,654,242 )

2 unchanged sentences

Consolidated Statements of Cash Flows

the Six Months Ended June 30, 2023 and 2022

the Nine Months Ended September 30, 2023 and 2022

Operating Activities

27 unchanged sentences

Proceeds from issuance of common stock

Net cash received from (used in) financing activities

Net cash received from financing activities

Change in cash

6 unchanged sentences

Shares base compensation

Supplemental Disclosure of cash flow information

Income tax paid

Interest paid

Cashless warrant exercise

accompanying notes form an integral part of these condensed consolidated financial statements.

9 unchanged sentences

statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature.

results for the three- and six-month periods ended June 30, 2023 are not necessarily indicative of the results that may be expected for

the year ending December 31, 2023.

results for the three- and nine-month periods ended September 30, 2023 are not necessarily indicative of the results that may be expected

for the year ending December 31, 2023.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction

15 unchanged sentences

was submitted to the Nevada Secretary of State on May 21, 2021, and the FINRA corporate action was announced on August 3, 2021.

declared the 1-for-20 reverse stock split effective on August 4, 2021.

These condensed consolidated financial statements, including prior

period comparative share amounts, have been retrospectively restated to reflect this reverse split.

1-for-20 reverse stock split effective on August 4, 2021.

(“Terravis”) was incorporated in the State of Colorado on May 5, 2021.

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2022 Equity Incentive Plan (the “Terravis 2022 Plan”).

Under the Terravis 2022 Plan,

Terravis’ Board of Directors or a committee designated by the Board of Directors may grant incentive stock options,

nonqualified stock options, shares of restricted stock, restricted stock units, performance shares, performance units and stock

appreciation rights to eligible participants consisting of employees of Terravis, member of Terravis’ Board of Directors,

advisors and consultants to Terravis.

The Terravis Board of Directors authorized and reserved 1,500,000

shares of Terravis common stock under the Terravis 2022 Plan, subject to adjustment for any stock splits of Terravis’ common

stock or reorganization, recapitalization, or acquisition of Terravis.

Under the Terravis 2022 Plan, Terravis’

Board of Directors or a committee designated by the Board of Directors may grant incentive stock options, nonqualified stock options,

shares of restricted stock, restricted stock units, performance shares, performance units and stock appreciation rights to eligible participants

consisting of employees of Terravis, member of Terravis’ Board of Directors, advisors and consultants to Terravis.

Board of Directors authorized and reserved 1,500,000 shares of Terravis common stock under the Terravis 2022 Plan, subject to adjustment

for any stock splits of Terravis’ common stock or reorganization, recapitalization, or acquisition of Terravis.

April 6, 2022, Lorenzo Rossi and Steven Rossi, both of whom are members of Terravis’ Board of Directors, were granted non-qualified

6 unchanged sentences

the date of grant.

November 4, 2022, Terravis filed an amendment to its articles of incorporation with the Colorado Secretary of State, pursuant to which

the Terravis Board of Directors attached a certificate of designation designating 1,000 shares of its authorized preferred stock as Series

A Preferred Stock with a par value $ 0.0001 per share.

According to the certificate of designation, holders of the Series A Preferred

Stock do not have any dividend, conversion or liquidation rights.

Unless otherwise prohibited by law or the Series A Preferred Stock

certificate of designation, the Series A Preferred Stock shall vote together with the outstanding shares of common stock of Terravis

as one class on any matter put forth before the common stockholders.

For so long the Series A Preferred Stock is outstanding, the holders

of the Series A Preferred Stock shall be entitled to 51 % of the total votes on all matters regardless of the actual number of shares

of Series A Preferred Stock then outstanding, and the holders of the common stock and any other shares of capital stock of Terravis entitled

shall be entitled to their proportional share of the remaining 49 % of the total votes based on their respective voting power.

4, 2022, the Company issued 1,000 shares of Series A Preferred Stock to Steven Rossi, the Chief Executive Officer and President of the

November 4, 2022, Terravis filed an amendment to its articles of incorporation with the Colorado Secretary of State, pursuant to

which the Terravis Board of Directors attached a certificate of designation designating 1,000

shares of its authorized preferred stock as Series A Preferred Stock with a par value $ 0.0001

According to the certificate of designation, holders of the Series A Preferred Stock do not have any dividend, conversion

or liquidation rights.

Unless otherwise prohibited by law or the Series A Preferred Stock certificate of designation, the Series A

Preferred Stock shall vote together with the outstanding shares of common stock of Terravis as one class on any matter put forth

before the common stockholders.

For so long as the Series A Preferred Stock is outstanding, the holders of the Series A Preferred

Stock shall be entitled to 51 %

of the total votes on all matters regardless of the actual number of shares of Series A Preferred Stock then outstanding, and the

holders of the common stock and any other shares of capital stock of Terravis shall be entitled to their proportional share of the

remaining 49 %

of the total votes based on their respective voting power.

On November 4, 2022, the Company issued 1,000

shares of Series A Preferred Stock to Steven Rossi, the Chief Executive Officer and President of the Company.

the year ended December 31, 2022, Worksport New York Operations Corporation and Worksport USA Operations Corporation were incorporated

in the state of New York and Colorado, respectively .

During the year ended December 31, 2022, the Company was issued 1,000

shares of common stock at par value of $ 0.0001 of Worksport USA Operations Corporation.

On April 1, 2022, the Company was issued 10,000

shares of common stock of Worksport New York Operations Corporation.

in the states of New York and Colorado, respectively.

During the year ended December 31, 2022, the Company was issued 1,000 shares of

common stock at par value of $ 0.0001 of Worksport USA Operations Corporation.

On April 1, 2022, the Company was issued 10,000 shares

of common stock of Worksport New York Operations Corporation.

Statement of Compliance

23 unchanged sentences

Going Concern

of June 30, 2023, the Company had $ 5,902,235 in cash and cash equivalents.

The Company has generated only limited revenues and have relied primarily upon

capital generated from public and private offerings of its securities.

Since the Company’s acquisition of Worksport in fiscal year

2014, it has never generated a profit.

As of June 30, 2023, the Company had an accumulated deficit of $ 40,704,944 .

The accompanying

condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates

the realization of assets and the liquidation of liabilities in the normal course of business.

During the three and six months ended June

30, 2023, the Company had net loss of $ 3,797,455 (2022 - $ 3,372,319 ) and $ 7,320,725 (2022 - $ 6,189,928 ).

As of June 30, 2023, the Company

has working capital of $ 3,554,410 (December 31, 2022 - $ 15,870,377 ) and had an accumulated deficit of $ 40,704,944 (December 31, 2022

of September 30, 2023, the Company had $ 2,965,578 in cash and cash equivalents.

The Company has generated only limited revenues and has

relied primarily upon capital generated from public and private offerings of its securities.

Since the Company’s acquisition of

Worksport in fiscal year 2014, it has never generated a profit.

As of September 30, 2023, the Company had an accumulated deficit of $ 44,654,242 .

accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going

concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.

the three and nine months ended September 30, 2023, the Company had net loss es of

$ 3,949,298 (2022 - $ 2,877,660 )

The Company has not generated profit from operations since inception and to date has relied on debt and equity financings

for continued operations.

The Company’s ability to continue as a going concern is dependent upon the ability to generate cash flows

from operations and obtain equity and/or debt financing.

The Company intends to continue funding operations through equity and debt financing

arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements in the long term.

and $ 11,270,023 (2022 -

$ 9,067,588 ), respectively.

As of September 30, 2023, the Company had working capital of $ 330,423

(December 31, 2022 – $ 15,870,377 )

and had an accumulated deficit of $ 44,654,242

(December 31, 2022 - $ 33,384,219 ).

The Company has not generated profit from operations since inception and to date has relied on debt and equity financings for

continued operations.

The Company’s ability to continue as a going concern is dependent upon the ability to generate cash

flows from operations and obtain equity and/or debt financing.

The Company intends to continue funding operations through equity and

debt financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements

in the long term.

There can be no assurance that the steps management is taking will be successful.

Company has historically operated at a loss, although that may change as sales volumes increase.

As of June 30, 2023, the Company had

working capital of $ 3,554,410 (December 31, 2022 – $ 15,870,377 ) and an accumulated deficit of $ 40,704,944 (December 31, 2022 -

$ 33,384,219 ) .

As of June 30, 2023, the Company had cash and cash equivalents of $ 5,902,235 (December 31, 2022 - $ 14,620,757 ).

Despite the Company almost

having completed its purchasing of large manufacturing machinery, operational costs are expected to remain elevated and, thus, decrease

cash and cash equivalents.

Concurrently, the Company intends to continue its start of manufacturing and increasing sales volumes within

2023, which should mitigate the effects of operational costs on cash and cash equivalents;

this view is supported by the fact that the

manufacturing facility of the Company is near completion and is expected to start generating substantial revenue in the third quarter

of 2023, barring unforeseeable delays.

As of September 30, 2023, the

Company had working capital of $ 330,423

(December 31, 2022 – $ 15,870,377 )

and an accumulated deficit of $ 44,654,242

(December 31, 2022 - $ 33,384,219 ).

As of September 30, 2023, the Company had cash and cash equivalents of $ 2,965,578

(December 31, 2022 - $ 14,620,757 ).

Despite the Company having mostly completed its purchasing of large manufacturing machinery, operational costs are expected to

remain elevated and, thus, further decrease cash and cash equivalents.

Concurrently, the Company intends to continue its start of

manufacturing and increasing sales volumes in 2023, which should mitigate the effects of operational costs on cash and cash

this view is supported by the fact that the manufacturing facility of the Company is near completion and has started

to generate revenue in the third quarter of 2023.

Company has successfully raised cash, and it is positioned to do so again if deemed necessary or strategically advantageous.

3 unchanged sentences

statement on Form S-3, which was declared effective by the SEC on October 13, 2022, allowing the Company to issue up to $ 30,000,000 of

common stock and prospectus supplement covering the offering, issuance and sale by us of up to $ 13,000,000 of common stock that

may be issued and sold under an At The Market Offering Agreement dated September 30, 2022 (“ATM Agreement”), with H.C.

common stock and prospectus supplement covering the offering, issuance and sale of up to $ 13,000,000 of common stock that may be

issued and sold under an At The Market Offering Agreement dated September 30, 2022 (“ATM Agreement”), with H.C.

& Co., LLC, as the sales agent (“HCW”).

1 unchanged sentence

of the gross sales price of the shares of common stock sold.

As of June 30, 2023, the Company has sold and issued 4,434 shares of common

stock in consideration for net proceeds of $ 7,134 under the ATM Agreement.

As of September 30, 2023, the Company has sold and issued 27,429 shares

of common stock in consideration for net proceeds of $ 95,541 under the ATM Agreement.

On November 2, 2023, the Company closed a sale of 1,925,000 shares of common

stock and 1,575,000 pre-funded warrants for a total net proceeds of $ 4,261,542 .

In association with sale, the Company also issued 7,000,000

warrants convertible for 7,000,000 shares of common stock at an exercise price of $ 1.34 .

The warrants are exercisable six months after

issuance and will expire five and a half years from the issuance date.

date, the Company’s principal sources of liquidity consist of net proceeds from public and private securities offerings and cash

exercises of outstanding warrants.

During the six months ended June 30, 2023, the Company received nominal proceeds from public offerings,

private placement offerings, and from the exercise of any outstanding warrants or options.

During the nine months ended September 30, 2023, the Company received nominal proceeds from public

offerings, private placement offerings, and from the exercise of any outstanding warrants or options.

Management is focused on transitioning

7 unchanged sentences

provide assurances it will be able to raise additional capital on acceptable terms, or at all.

Subject to the foregoing, the Company

believes its current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet its working

capital requirements for at least one year from the date of issuance of the accompanying condensed consolidated financial statements.

Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s

has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s

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

Based on its current operating

plans and anticipated cash flows, the Company believes it has a sufficient level of funding for anticipated operations, capital expenditures

and debt repayments for a period of at least 12 months from the issuance date of this Quarterly Report.

Still, these factors, among others,

indicate the existence of a material uncertainty that cast substantial doubt

about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

These adjustments could be material.

Still, certain factors indicate

the existence of a material uncertainty that cast substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These adjustments

could be material.

Significant Accounting Policies

1 unchanged sentence

the Company’s audited financial statements for the year ended December 31, 2022.

of June 30, 2023 and December 31, 2022, inventory consists of the following:

of September 30, 2023 and December 31, 2022, inventory consists of the following:

Schedule of Inventory

June 30, 2023

September 30, 2023

December 31, 2022

3 unchanged sentences

Prepaid expenses and deposits

of June 30, 2023 and December 31, 2022, prepaid expenses and deposits consists of the following:

of September 30, 2023 and December 31, 2022, prepaid expenses and deposits consists of the following:

Schedule of Prepaid Expenses and Deposits

June 30, 2023

September 30, 2023

December 31, 2022

Consulting, services and advertising

expenses and deposits, net

of June 30, 2023, prepaid expense and deposits consists of $ 310,333 (December 31, 2022- $ 1,313,799 ) in prepaid consulting, services and

Prepaid expenses and deposits,

of September 30, 2023, prepaid expenses and deposits consists of $ 0 (December 31, 2022 - $ 1,313,799 ) in prepaid consulting, services and

advertising for third party consultants through the issuance of shares and stock options.

Amounts in deposit relate to prepayment for

manufacturing components and finished goods.

Property and Equipment

of June 30, 2023 and December 31, 2022, major classes of property and equipment consist of the following:

of September 30, 2023 and December 31, 2022, major classes of property and equipment consist of the following:

Schedule of Property and Equipment

June 30, 2023

December 31, 2022

September 30, 2023

Product molds

Leasehold improvements

Property and Equipment,

Property and Equipment, gross

Less accumulated depreciation

( 1,575,080 )

and Equipment, net

Property and Equipment,

Promissory Notes

following tables shows the balance of the notes payable as of June 30, 2023, December 31, 2022, and December 31, 2021:

following tables shows the balance of the notes payable as of September 30, 2023, December 31, 2022, and December 31, 2021:

Schedule of Notes Payable

Balance as at December 31, 2021

Balance as at December 31, 2022 and June 30, 2023

the year ended December 31, 2022, the Company and the promissory note holder reached an agreement to settle all

outstanding promissory notes and interest for $ 100,000 .

Balance as of December 31, 2021

Balance as of December 31, 2022 and September 30, 2023

the year ended December 31, 2022, the Company and the promissory note holder reached an agreement to settle all outstanding promissory

notes and interest for $ 100,000 .

As a result of the settlement, the Company recognized a gain on settlement of debt of $ 163,211 .

Additionally, as a part of this settlement, there was accrued interest on these promissory notes included in accounts payable on the

accompanying condensed consolidated balance sheets totaling $ 139,121

that was also settled;

accordingly, the Company recognized a gain on settlement of debt for this amount.

Additionally,

as a part of this settlement, there was accrued interest on these promissory notes included in accounts payable on the accompanying condensed

consolidated balance sheets totaling $ 139,121 that was also settled;

accordingly, the Company recognized a gain on settlement of debt

for this amount.

the year ended December 31, 2019, the note holder advanced $ 88,120 to the Company.

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As of December 31, 2022, principal balance owing was $ nil .

As of June 30, 2023 and December 31, 2022, the accrued interest on

this note payable was $ nil .

As of September 30, 2023, and December 31, 2022, the accrued interest

on this note payable was $ nil .

the year ended December 31, 2016, the Company issued secured promissory notes in the aggregate principal amount of $ 79,000 .

6 unchanged sentences

holder reached an agreement to settle all outstanding promissory notes and interest, noted above.

As of June 30, 2023 and December 31,

As of September 30, 2023, and December

31, 2022, the principal balance owing was $ nil .

Convertible Promissory Notes

February 25, 2020, the Company entered into an agreement with Leonite Capital LLC, a Delaware limited liability company (“Leonite”),

pursuant to which the Company issued to Leonite a secured convertible promissory note in the aggregate principal amount of $ 544,425 to

be paid in tranches.

As additional consideration for the purchase of the note, (i) the Company issued to Leonite 22,500 shares of common

stock, and (ii) the Company issued to Leonite a five-year warrant to purchase 45,000 shares of common stock at an exercise price of $ 2.00

per share (subject to adjustment), which may be exercised on a cashless basis.

note carried an original issue discount of $ 44,425 to cover Leonite’s legal fees, accounting fees, due diligence fees, and other

transactional costs incurred in connection with the purchase of the note.

Therefore, the purchase price of the note was $ 500,000 .

February 28, 2020, the Company recorded $ 198,715 , consisting of $ 182,500 for principal and $ 16,215 as an original issue discount.

September 1, 2020, the Company recorded an additional $ 310,322 , consisting of $ 285,000 for principal and $ 25,322 as an original issue

As of December 31, 2021, the Company has recorded $ 509,037 , consisting of $ 467,500 for principal and $ 41,537 as an original

issue discount.

Furthermore, the Company issued 22,500 shares of common stock valued at $ 123,390 and a debt discount related to the warrants

valued at $ 344,110 .

During the year ended December 31, 2020, Leonite converted $ 226,839 of the convertible promissory note into 126,022

shares of common stock at $ 1.80 per share.

The original value of the convertible note converted was $ 182,565 .

As a result, the Company

recognized a loss of $ 44,274 on settlement of debt.

During the year ended December 31, 2021, Leonite converted its remaining outstanding

principal and interest into shares of common stock.

Leonite received 204,622 shares of common stock at $ 1.80 per share valued at $ 368,319 .

The original value of the convertible note converted including interest was $ 325,667 .

As a result, the Company recognized a loss of $ 42,651

on settlement of debt.

In connection with the settlement, the Company expensed the remaining $ 148,027 of the original debt discount to

interest expense.

As of June 30, 2023 and December 31, 2022, the convertible promissory note has been repaid in full.

Shareholders’ Equity (Deficit)

six months ended June 30, 2023, the following transactions occurred:

the six months ended June 30, 2023, the Company sold 4,434 shares of common stock at $ 1.72 per share incurring share issuance cost of

The sale of shares was in connection with the shelf registration statement on Form S-3 effective on October 13, 2022, allowing

the Company to issue up to $ 30,000,000 of common stock and prospectus supplement covering the offering,

issuance and sale by us of up to $ 13,000,000 of common stock that may be issued and sold under an At The Market Offering

Agreement dated as of September 30, 2022.

nine months ended September 30, 2023, the following transactions occurred:

the nine months ended September 30, 2023, the Company sold 27,429 shares of common stock for a total net proceeds of $ 95,541 .

of shares was in connection with the shelf registration statement on Form S-3 effective on October 13, 2022, allowing the Company to

issue up to $ 30,000,000 of common stock and prospectus supplement covering the offering, issuance

and sale of up to $ 13,000,000 of common stock that may be issued and sold under an At The Market Offering Agreement dated

as of September 30, 2022.

Company recognized consulting expense of $ 1,022,963 to share subscriptions payable from restricted shares and stock options to be issued.

As of June 30, 2023, the restricted shares have not been issued.

During the same period the Company issued 250,000 shares of common stock

for consulting services valued at $ 635,000 .

to notes 17 and 18 for additional shareholders’ equity (deficit).

six months ended June 30, 2022, the following transactions occurred:

the six months ended June 30, 2022, the Company issued 10,000 shares of common stock to a consultant for services received valued at

$ 86,000 , $ 66,329 of which was issued from share subscriptions payable.

As of September 30, 2023, the restricted shares have not been issued.

During the same period, the Company issued 250,000 shares of common

stock for consulting services valued at $ 635,000 .

the six months ended June 30, 2022, the Company recognized share subscriptions payable and consulting expense of $ 134,273 to consulting

the six months ended June 30, 2022, the Company recognized consulting expense of $ 1,482 to share subscriptions payable from restricted

shares issued during the year ended December 31, 2021.

As of June 30, 2022, the restricted shares have not been issued.

to note 17 and 18 for additional shareholders’ equity (deficit).

of June 30, 2023, the Company was authorized to issue 299,000,000 shares of its common stock with a par value of $ 0.0001 .

to notes 16 for additional shareholders’ equity (deficit).

nine months ended September 30, 2022, the following transactions occurred:

the nine months ended September 30, 2022, the Company issued 10,000 common shares to a consultant for services received valued at $ 86,000 ,

of which $ 66,329 was issued from share subscriptions payable.

During the same period the Company issued 80,000 common shares for consulting,

advisory services and employee compensation valued at $ 240,000 .

the nine months ended September 30, 2022, the Company issued 45,000

shares of restricted stock to members of the board valued at $ 260,100

from share subscriptions payable.

the nine months ended September 30, 2022, the Company recognized consulting expenses of $ 186,107 to share subscriptions payable from restricted

shares and stock options to be issued.

As of September 30, 2022, the restricted shares have not been issued.

to note 16 for additional shareholders’ equity (deficit).

of September 30, 2023, the Company was authorized to issue 299,000,000 shares of its common stock with a par value of $ 0.0001 .

were ranked equally with regard to the Company’s residual assets.

During the three and six months ended June 30, 2023, the Company

was authorized to issue 100 shares of its Series A and 100,000 Series B Preferred Stock with a par value of $ 0.0001 .

Series A preferred

Stock have voting rights equal to 299 shares of common stock, per share of preferred stock.

Series B preferred Stock have voting rights

equal to 10,000 shares of common stock, per share of preferred stock.

During the three and nine months ended September 30, 2023, the

Company was authorized to issue 100 shares of its Series A and 100,000 Series B Preferred Stock with a par value of $ 0.0001 .

preferred Stock have voting rights equal to 299 shares of common stock, per share of preferred stock.

Series B preferred Stock have voting

rights equal to 10,000 shares of common stock per share of preferred stock.

Related Party Transactions

the six months ended June 30, 2023, the Company recorded salaries expense of $ 210,394 (2022 - $ 150,068 ) for the Company’s

During the six months ended June 30, 2023, the Company recorded salaries expense of $ 148,927 (2022 - $ 125,056 ) to an officer and

director of the Company.

As of June 30, 2023, the Company has a payable of $ 2,192 to the CEO.

the nine months ended September 30, 2023, the Company recorded salaries expense of $ 299,505

(2022 - $ 231,432 )

for the Company’s CEO.

During the nine months ended September 30, 2023, the Company recorded salaries expense of $ 210,719

(2022 - $ 192,589 )

to an officer and director of the Company.

As of September 30, 2023, the Company has a payable of $ 2,192

(2022 - $ 46,096 ) to the CEO.

to note 16 for additional related party transactions.

Changes in Cash Flows from Operating Assets and Liabilities

changes to the Company’s operating assets and liabilities for the six months ended June 30, 2023 and 2022 are as

changes to the Company’s operating assets and liabilities for the nine months ended September 30, 2023 and 2022 are as follows:

Schedule of Changes in Operating Assets and Liabilities

9 unchanged sentences

Increase (decrease) in accounts payable and accrued liabilities

in operating assets and liabilities

Changes in operating assets

and liabilities

$ ( 2,639,744 )

4 unchanged sentences

The shares have been issued to the Company.

As of June 30,

As of September

30, 2023, and December 31, 2022, the Company had advanced a total of $ 24,423 and is advancing

tranches of capital as required by the Company.

the six months ended June 30, 2023, the Company purchased $ 66,308 ($ 90,000 CAD) of Guaranteed

Investment Certificate (“GIC”).

The GIC bears a variable interest rate and will

mature on February 27, 2024.

The anticipated earned interest on the GIC at maturity is $ 2,818

($ 3,825 CAD).

the nine months ended September 30, 2023, the Company purchased $ 66,308 ($ 90,000 CAD) of

Guaranteed Investment Certificate (“GIC”).

The GIC bears a variable interest

rate and will mature on February 27, 2024.

The anticipated earned interest on the GIC at

maturity is $ 2,818 ($ 3,825 CAD).

Operating Lease Obligations

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equal to the lease liability.

Company’s right-of-use asset and lease liability as of June 30, 2023 and December 31, 2022 are as follows:

Company’s right-of-use asset and lease liability as of September 30, 2023, and December 31, 2022, are as follows:

Schedule Right-of-use Asset

June 30, 2023

September 30, 2023

December 31, 2022

4 unchanged sentences

Schedule of Lease Costs

June 30, 2023

June 30, 2022

September 30, 2023

September 30, 2022

Operating lease cost

following is a summary of cash paid during the six months ended June 30, 2023 and 2022 for amounts included in the measurement of lease

following is a summary of cash paid during the nine months ended September 30, 2023 and 2022 for amounts included in the measurement

of lease liabilities:

Schedule of Measurement of Lease Liabilities

June 30, 2023

June 30, 2022

September 30, 2023

September 30, 2022

Operating cashflow

following are future minimum lease payments as of June 30, 2023:

following are future minimum lease payments as of September 30, 2023:

Schedule of Future Minimum Lease Payments

13 unchanged sentences

deposited $ 667,409 in a restricted account.

As of June 30, 2023, the balance in the restricted

account was $ 309,513 (December 31, 2022 - $ 411,016 ) and is included in cash and cash equivalents

on the accompanying balance sheet.

the year ended December 31, 2020, the Company received $ 28,387

CAD) interest-free from the Government of Canada as part of the COVID-19 small business relief program.

Repaying the balance of the

loan on or before December 31, 2023 resulted in loan forgiveness of 25 percent ( 25 %).

As of September 30, 2023, the balance in the

restricted account was $ 869,728 (December 31, 2022 - $ 411,016 ) and is included in cash and

cash equivalents on the accompanying balance sheet.

During the nine months ended September 30, 2023, the Company failed certain debt covenants relative to this loan .

Subsequently,

the loan holder decided to waive the failure of the debt covenants, requiring the Company to provide certain quarterly financial information.

the year ended December 31, 2020, the Company received $ 28,387 ($ 40,000 CAD) interest-free

from the Government of Canada as part of the COVID-19 small business relief program.

the balance of the loan on or before December 31, 2023 resulted in loan forgiveness of 25

percent ( 25 %).

As of September 30, 2022, the Company made the repayment of $ 28,387 ($ 40,000

CAD) and, as of February 14, 2023, received the forgiven debt of $ 7,493

As at June 30, 2023 and December 31, 2022, there are no amounts owing, and the loan has been fully settled.

CAD) and, as of February 14, 2023, received the forgiven debt of $ 7,493 ($ 10,000 CAD).

at September 30, 2023 and December 31, 2022, there are no amounts owing, and the loan has

been fully settled.

Loss per Share

the three and six months ended June 30, 2023, basic and diluted loss per share is $ 0.22

compared to the three and six months ended June 30, 2022 having basic and diluted loss per share of $ 0.20

the three and nine months ended September 30, 2023, basic and diluted loss per share is $ 0.23

compared to the three and nine months ended September

30, 2022 having basic and diluted loss per share of $ 0.17

These losses per share are calculated using the weighted average number of shares of 17,429,685

and 17,252,521

for the three and six months ended June 30, 2023 and 17,022,587

and 17,005,405

for the three and six months ended June 30, 2022.

For the periods presented, our potentially dilutive shares relating to stock

options and restricted stock units were not included in the computation of diluted net loss per share as the effect of including

these shares in the calculation would have been anti-dilutive.

for the three and nine months ended September

30, 2023, respectively, and weighted

average number of shares of 17,164,505 and 17,059,021

for the three and nine months ended September

30, 2022, respectively.

For the periods presented, our potentially dilutive shares relating to stock options and restricted stock units

were not included in the computation of diluted net loss per share, as the effect of including these shares in the calculation would

have been anti-dilutive.

The potentially dilutive shares totaling 20,541,911

and 20,254,411

for the three and six months ended June 30, 2023 were excluded from the calculation of diluted net loss per share because their

effect would have been anti-dilutive for the periods presented.

for the three and nine months ended September

30, 2023 were excluded from the calculation of diluted net loss per share.

are 299,000,000 shares

1 unchanged sentence

17,189,104 shares

issued and outstanding, as at June 30, 2023 and 2022, respectively.

issued and outstanding, as of September 30, 2023 and 2022, respectively.

The computation of loss per share is based on the weighted average

2 unchanged sentences

the Company’s outstanding warrants and stock options were excluded due to the anti-dilutive effect they would have on the computation.

As at June 30, 2023, the Company has 3,939,924

As of September 30, 2023, the Company has 3,939,924

warrants convertible to 4,239,924

1 unchanged sentence

restricted stock to be issued, 300,000

performance stock units and stock options

exercisable for 3,270,106

shares of common stock for a total underlying shares of common stock of 9,025,242 .

As at June 30, 2022, the Company had 5,586,502

performance stock units and stock options exercisable

for 3,576,256

shares of common stock, for a total underlying

shares of common stock of 8,286,392 .

As of September 30, 2022, the Company had 4,439,924

warrants convertible to 5,239,914

shares of common stock, 1,070,000

restricted stock to be issued, and stock options exercisable for 2,122,500

shares of common stock and 700,000

performance stock units for a total underlying shares of common stock of 10,470,013 .

the six months ended June 30, 2023, the Company and a stock options holder reached an agreement to cancel all 400,000 stock options in

exchange for extending the exercisable period of 300,000 warrants to December 31, 2024.

common shares, 772,500

stock options exercisable for 772,500

common shares and performance stock units of

common shares, for a total underlying common shares

of 6,712,414 .

the nine months ended September 30, 2023, the Company and a stock options holder reached an agreement to cancel all 400,000 stock options

in exchange for extending the exercisable period of 300,000 warrants to December 31, 2024.

the year ended December 31, 2022, an aggregate of 250,121 warrants were exercised primarily on a cashless basis for 73,321 shares of

16 unchanged sentences

to share issuance cost.

of June 30, 2023, the Company has the following warrants outstanding:

of September 30, 2023, the Company has the following warrants outstanding:

Schedule of Warrants Exercise Price

7 unchanged sentences

Schedule of Warrants Activity

June 30, 2023

September 30, 2023

December 31, 2022

25 unchanged sentences

with the Company’s stock price.

The first 5% of the PSUs vest upon the Company’s stock price closing at $2.25.

50% will have

vested at a closing price of $5.31, and 100% will have vested at a closing price of $13.76.

The first 5% of the PSUs vest upon the Company’s stock price closing at $2.25, 50% will have

vested at a closing price of $5.31, and 100% will have vested at a closing price of $13.76 as measured using the volume weighted average of the Company’s common stock for ten (10) consecutive trading

days, with over $ 100,000 of trading volume on each of those days.

The fair value of the PSUs was estimated

to be $ 1,254,460 .

As of June 30, 2023, no PSUs have vested, and the Company recognized $ 101,551 (2022 - $ 0 ) in consulting expenses.

As of September 30, 2023, 75,000 PSUs have vested, and the Company recognized $ 128,433 (2022 - $ 0 ) in consulting expenses.

December 29, 2021, the Company granted 400,000 and 300,000 performance stock units (“PSUs”) to the Company’s Chief

2 unchanged sentences

Company’s stock price.

The first 5% of the PSUs was to have vested upon the Company’s stock price closing at $3.00.

The first 5% of the PSUs was to have vested upon the Company’s stock price closing at $3.00, 50% was

to have vested at a closing price of $16.50, and 100% was to have vested at a closing price of $31.50.

1 unchanged sentence

estimated to be $ 1,344,570 .

As of June 30, 2023, no PSUs have vested, and the Company recognized $ 0 (2022 - $ 134,457 ) in consulting expenses.

As of September 30, 2023, no PSUs have vested, and the Company recognized $ 0 (2022 - $ 201,686 ) in consulting

Company uses the Black-Scholes option pricing model to determine fair value of stock options on the grant date.

the six months ended June 30, 2023, the Company issued 2,000,000 stock options to Steven Rossi.

The stock options

have an exercise price of $ 1.74 and an expiration date of May 1, 2033 .

The options shall vest in increments of 10% for each dollar that

the Company’s stock price increases between $2.00 and $11.00, as measured using the volume weighted average of the Company’s

common stock for ten consecutive trading days.

the nine months ended September 30, 2023, the Company issued 321,150

stock options to employees, consultants and directors with an exercise price ranging from $ 2.55

of the stock options will expire 5

years from the date of grant.

options shall vest in two equal installments on the first and second anniversary of the grant date.

10,000 of the stock options will

vest entirely on September 27, 2024, 47,000 of the stock options shall vest in three installments 15,000 will vest on first and

second anniversary of grant date, with the remaining 17,000 to vest on the third anniversary of grant date .

The fair value of

the options on the grant date was estimated to be $ 1,116,856 .

The Company recognized $ 100,901

in wages and salary and consulting expenses during the nine months ended September 30, 2023.

the nine months ended September 30, 2023, the Company issued 2,000,000 stock options to Steven Rossi.

The stock options have an exercise

price of $ 1.74 and an expiration date of May 1, 2033 .

The options shall vest in increments of 10% for each dollar that the Company’s

stock price increases between $2.00 and $11.00, as measured using the volume weighted average of the Company’s common stock for

ten consecutive trading days.

The fair value of the options on the grant date was estimated to be $ 2,821,572 .

recognized $ 324,481 in wages and salary during the six months ended June 30, 2023.

the six months ended June 30, 2023, the Company issued 75,000 stock options to an employee with an exercise price of $ 2.43 and expiring

on May 18, 2033 .

The Company recognized

$ 658,367 in wages and salary during the nine months ended September 30, 2023.

the nine months ended September 30, 2023, the Company issued 75,000 stock options to an employee with an exercise price of $ 2.43 and

expiring on May 18, 2033 .

The options shall vest in two installments, 25,000 on May 18, 2024, and 50,000 on August 1, 2024.

The fair value of the

options on the grant date was estimated to be $ 182,025 .

The Company recognized $ 7,128 in wages and salary expenses during the six months

ended June 30, 2023.

the six months ended June 30, 2023, the Company issued 65,000 stock options to employees and a consultant with an exercise

price of $ 1.53 and expiring on March 14, 2033 .

The options shall vest in two equal installments on March 14, 2024, and 2025 .

value of the options on the grant date was estimated to be $ 98,670 .

During the six months ended June 30, 2023, 15,000 stock options were

cancelled upon the departure of employees.

The Company recognized $ 14,578 in wages and salary and consulting expenses during the six

months ended June 30, 2023.

the six months ended June 30, 2023, the Company issued 85,106 stock options to an employee with an exercise price of $ 1.53 and expiring

on March 14, 2033 .

The fair value

of the options on the grant date was estimated to be $ 182,025 .

The Company recognized $ 22,380 in wages and salary expenses during the

nine months ended September 30, 2023.

the nine months ended September 30, 2023, the Company issued 65,000

stock options to employees and a consultant with an exercise price of $ 1.53

and expiring on March

options shall vest in two equal installments on March 14, 2024, and 2025 .

The fair value of the options on the grant date was

estimated to be $ 98,670 .

The Company recognized $ 24,130

in wages and salary and consulting expenses during the nine months ended September 30, 2023.

During the nine months ended September

30, 2023, 15,000

stock options were cancelled upon the departure of employees;

as a result the Company recognized $ 19,406

in wages and salary expense during the period.

the nine months ended September 30, 2023, the Company issued 85,106 stock options to an employee with an exercise price of $ 1.53 and

expiring on March 14, 2033 .

The options shall vest in two installments;

a) one fiscal quarter in which the Company generates $3,600,000 in sales

with at least 20% unit margin and b) one fiscal quarter in which the Company generates $5,400,000 in sales with at least 30% unit margin .

a) one fiscal quarter in which the Company generates $3,600,000

in sales with at least 20% unit margin and b) one fiscal quarter in which the Company generates $5,400,000 in sales with at least 30%

unit margin .

The fair value of the options on the grant date was estimated to be $ 129,191 .

The Company recognized $ 30,541 in wages and salary expenses

during the six months ended June 30, 2023.

the six months ended June 30, 2023, the Company issued 300,000 stock options to a consultant with an exercise price of $ 1.66 and expiring

on January 30, 2028 .

The Company recognized $ 56,557 in wages and

salary expenses during the nine months ended September 30, 2023.

the nine months ended September 30, 2023, the Company issued 300,000 stock options to a consultant with an exercise price of $ 1.66 and

expiring on January 30, 2028 .

The options shall vest in three equal installments on January 30, 2023, March 1, 2023, and September 1,

fair value of the options on the grant date was estimated to be $ 486,600 .

The Company recognized $ 343,349 in consulting expenses during

the six months ended June 30, 2023.

the six months ended June 30, 2023, the Company issued 360,000 stock options to directors with an exercise price of $ 1.66 and expiring

The fair value of the options on the grant date was estimated to be $ 486,600 .

The Company recognized $ 486,600 in consulting expenses

during the nine months ended September 30, 2023.

the nine months ended September 30, 2023, the Company issued 360,000 stock options to directors with an exercise price of $ 1.66 and expiring

on January 30, 2033 .

2 unchanged sentences

The fair value of the options on the grant date was estimated to be $ 592,560 .

recognized $ 98,056 in consulting expenses during the six months ended June 30, 2023.

recognized $ 157,799 in consulting expenses during the nine months ended September 30, 2023.

the year ended December 31, 2022, the Company granted 10,000 and 50,000 options to advisors with an exercise price of $ 2.19 and $ 2.37 ,

4 unchanged sentences

The Company recognized $ 0 (2022 - $ 283,180 )

in consulting expenses during the six months ended June 30, 2023.

in consulting expenses during the nine months ended September 30, 2023.

the year ended December 31, 2022, the Company granted 12,500 options to a consultant with an exercise price of $ 1.60 expiring on November

3 unchanged sentences

The Company recognized $ 14,159 (2022 - $ 0 ) in consulting expenses

during the six months ended June 30, 2023.

during the nine months ended September 30, 2023.

the year ended December 31, 2022, Terravis Energy, Inc., a subsidiary of the Company, granted an aggregate of 1,350,000 of Terravis Energy,

6 unchanged sentences

The fair value of the options on the grant date was estimated to be $ 129,480 .

recognized $ 0 (2022 - $ 799 ) to consulting expenses during the six months ended June 30, 2023.

recognized $ 0 (2022 - $ 799 ) to consulting expenses during the nine months ended September 30, 2023.

August 6, 2021, the Company granted 140,000 options to directors, advisors, and officers with an exercise price of $ 5.50 and an expiry

3 unchanged sentences

be $ 754,189 .

The Company recognized $ 0 (2022 - $ 5,096 ) to consulting expenses during the six months ended June 30, 2023.

September 1, 2021, the Company granted 400,000 options

to a consultant with an exercise price of $ 5.32 and

an expiry date of September

100,000 shall

vest on March 1, 2022, 100,000 shall

vest on September 1, 2022, 100,000 shall

vest on March 1, 2023, and 100,000 shall

vest on September 1, 2023.

The Company recognized $ 0 (2022 - $ 5,096 ) to consulting expenses during the nine months ended September 30, 2023.

September 1, 2021, the Company granted 400,000 options to a consultant with an exercise price of $ 5.32 and an expiry date of September

100,000 shall vest on March 1, 2022, 100,000 shall vest on September 1, 2022, 100,000 shall vest on March 1, 2023, and 100,000

shall vest on September 1, 2023.

The fair value of the options on the grant date was estimated to be $ 2,112,000 .

The Company recognized

- $ 528,064 )

to consulting expenses during the six months ended June 30, 2023.

During the six months ended June 30, 2023, the Company and the

stock options holder reached an agreement to cancel all 400,000 stock

options in exchange for extending the exercisable period of 300,000 warrants

to December 31, 2024.

October 7 and November 2, 2021, the Company granted advisors 5,000

options with exercise prices of $ 5.50

respectively.

The options will expire on October

7, 2026 , and November

2, 2026 , respectively.

$ 87,514 (2022 - $ 790,541 ) to consulting expenses during the nine months ended September 30, 2023.

During the nine months ended September

30, 2023, the Company and the stock options holder reached an agreement to cancel all 400,000 stock options in exchange for extending

the exercisable period of 300,000 warrants to December 31, 2024.

October 7 and November 2, 2021, the Company granted advisors 5,000 and 62,500 options with exercise prices of $ 5.50 and $ 5.24 , respectively.

The options will expire on October 7, 2026 , and November 2, 2026 , respectively.

The stock options fully vested on January 1, 2022.

The fair value of the options on the grant date was

estimated to be $ 353,230 .

The Company recognized $ 0

(2022 - $ 32,856 )

to consulting expenses during the six months ended June 30, 2023.

December 29, 2021, the Company granted an aggregate of 90,000

options to members of the board with an exercise

price of $ 2.51 .

The options will expire on December

For each of these three option grants, 10,000

on December 29, 2022, 10,000

vest on December 29, 2023, and 10,000

vest on December 29, 2024.

fair value of the options on the grant date was estimated to be $ 353,230 .

The Company recognized $ 0 (2022 - $ 32,856 ) to consulting expenses

during the nine months ended September 30, 2023.

December 29, 2021, the Company granted an aggregate of 90,000 options to members of the board with an exercise price of $ 2.51 .

will expire on December 29, 2026 .

For each of these three option grants, 10,000 vested on December 29, 2022, 10,000 shall vest on December

29, 2023, and 10,000 shall vest on December 29, 2024.

The fair value of the options on the grant date was estimated to be $ 224,280 .

The Company recognized $ 37,482

in consulting expenses during the six months ended June 30, 2023.

Company recognized $ 56,326 (2022 - $ 56,326 ) in consulting expenses during the nine months ended September 30, 2023.

Schedule of Stock Options Activity

June 30, 2023

September 30, 2023

December 31, 2022

Number of stock options

Weighted average price

Number of stock options

Weighted average price

stock options

average price

stock options

average price

Balance, beginning of year

4 unchanged sentences

Weighted average exercise price

Exercisable on June 30, 2023

Exercisable on September 30, 2023

Stock options

$ 1.53 - 5.50

of June 30, 2023 and December 31, 2022, Terravis Energy Inc.

of September 30, 2023 and December 31, 2022, Terravis Energy Inc.

has the following options outstanding:

Schedule of Stock Options Activity

June 30, 2023

September 30, 2023

December 31, 2022

Number of stock options

Weighted average price

Number of stock options

Weighted average price

stock options

average price

stock options

average price

Balance, beginning of year

4 unchanged sentences

Weighted average exercise price

Exercisable on June 30, 2023

Exercisable on September 30, 2023

Stock options

7 unchanged sentences

a mutual agreement was reached to terminate the lease agreement.

the six months ended June 30, 2023, the Company recognized rental income of $ 94,835 (2022 - $ 96,218 ).

outbreak of the coronavirus, specifically identified as “COVID-19,” has resulted in governments worldwide enacting emergency

measures to combat the spread of the virus.

These measures, which include the implementation of travel bans, self-imposed quarantine

periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown.

Global equity

markets have experienced significant volatility and weakness.

Governments and central banks have reacted with significant monetary and

fiscal interventions designed to stabilize economic conditions.

The duration and impact of the COVID-19 outbreak are unknown at this

time, as is the efficacy of the government and central bank interventions.

Additionally,

while the potential economic impact and duration of such impact brought by the COVID-19 pandemic are difficult to assess or predict,

the impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively

impact our short-term and long-term liquidity.

The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change.

The Company does not yet know the full extent of potential delays or impacts on its business, financing or the global economy as a whole.

However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and

those of the third parties on which the Company relies.

The management and board of the Company are constantly monitoring this situation

to minimize potential losses.

the nine months ended September 30, 2023, the Company recognized rental income of $ 139,892 (2022 - $ 204,770 ).

Subsequent Events

Company has evaluated subsequent events through August 14, 2023.

The following events occurred after the quarter-ended June 30, 2023:

July 10, 2023, the Company granted 10,000 non-qualified stock options to a consultant with

an exercise price of $ 2.55 and an expiry date of July 10, 2028 .

The options shall vest in

full on September 27, 2024.

July 25 and August 3, 2023, the Company sold a total of 22,995 shares of common stock for

total proceeds of $ 91,731 .

The sale of the shares of common stock was in connection with

the Form S-3 shelf registration statement, which was declared effective by the SEC on October

13, 2022 allowing the Company to issue up to $ 30,000,000 of shares of common stock and and

prospectus supplement covering the offering, issuance and sale by us of up to $ 13,000,000

of shares of common stock that may be issued and sold under the At The Market Offering Agreement

dated as of September 30, 2022.

the month of July 2023, the Company granted 321,950 stock options to various employees, directors,

advisors, and consultants with exercise prices of $ 3.36 to $ 4.20 and an expiry date of 10

years from the date of issuance.

The options will vest in two installments, 50% shall vest

at the two-year anniversary of the grant date and remaining 50% shall vest at the three-year

anniversary of the grant date.

Company has evaluated subsequent events through November 14, 2023.

The following events occurred after the quarter-ended September 30,

to September 30, 2023, the Company sold a total of 71,698 shares of common stock for total

net proceeds of $ 118,697 .

The sale of the shares of common stock was in connection with the

Form S-3 shelf registration statement, which was declared effective by the SEC on October

13, 2022 allowing the Company to issue up to $ 30,000,000 of shares of common stock and prospectus

supplement covering the offering, issuance and sale of up to $ 13,000,000 of shares

of common stock that may be issued and sold under the At The Market Offering Agreement dated

as of September 30, 2022.

● Subsequent to September 30, 2023, 47,000 stock options with an estimated

valuation of $ 168,213 were cancelled upon the termination of the employee.

● On October 31, 2023, the Company granted 10,000 non-qualified stock options

to an employee with an exercise price of $ 1.44 and an expiry date of October 31, 2033.

The options shall vest in full on October 31, 2035.

● On November 2, 2023, the Company closed a sale of 1,925,000 shares of common

stock and 1,575,000 pre-funded warrants for a total net proceeds of $ 4,261,542 .

In association with sale, the Company also issued 7,000,000

warrants convertible for 7,000,000 shares of common stock at an exercise price of $ 1.34 .

The warrants are exercisable six months after

issuance and will expire five and a half years from the issuance date.

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