Expion360 Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining adequate disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, for our Company. Consequently, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act as of December 31, 2024. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level as of December 31, 2024. 48 Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. “Internal control over financial reporting,” as defined in Rule 13a-15(f) under the Exchange Act, means a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management, with the participation and supervision of our principal executive officer and our principal financial and accounting officer, assessed the effectiveness of our internal control over financial reporting. In making this assessment, our management used the criteria set forth in Internal Control – Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2024. This Annual Report does not include an attestation report of the Company’s registered public accounting firm due to an exemption established by SEC rules for emerging growth companies. Changes in Internal Control Over Financial Reporting During the three months ended December 31, 2024, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Limitation on Effectiveness of Controls and Procedures In designing and evaluating our controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In assessing whether our disclosure controls and procedures were effective at a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There are inherent limitations to the effectiveness of any system of controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications Our directors and officers may enter into trading plans or other arrangements with financial institutions to purchase or sell shares of our common stock, which plans or arrangements are intended to comply with the affirmative defense provisions of Rule 10b5-1 of the Exchange Act or which may represent a non-Rule 10b5-1 trading arrangement, as defined under Item 408(a) of Regulation S-K. During the three months ended December 31, 2024, none of our directors or officers adopted , terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION Not applicable. 49 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Insider Trading Policy We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations. The Insider Trading Policy is filed as an exhibit to this Annual Report. The remaining information for this item will be included in our definitive proxy statement for our 2025 annual meeting of stockholders (the “2025 Proxy Statement"), to be filed with the SEC no later than 120 days after December 31, 2024, and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be included in the 2025 Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item will be included in the 2025 Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item will be included in the 2025 Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be included in the 2025 Proxy Statement and is incorporated herein by reference. 50 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements Our financial statements are listed in the “Index to the Financial Statements,” which appears on page F-1 of this Annual Report. (a)(2) Financial Statement Schedules All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or the notes thereto. (a)(3) Exhibits The following is a list of exhibits filed as part of this Annual Report. Incorporated by Reference Exhibit Number Description Form Exhibit Filing Date 3.1 Articles of Incorporation of the Company, effective as of November 4, 2021 S-1 3.1 3/31/2022 3.2 Certificate of Amendment of Articles of Incorporation, effective as of October 8, 2024 8-K 3.1 10/7/2024 3.3 Amended and Restated Bylaws of the Company, dated August 21, 2024 8-K 3.1 8/27/2024 4.1 Form of the Company’s Common Stock Certificate S-1 4.1 3/31/2022 4.2 Form of Representative’s Warrant Agreement S-1 4.4 3/31/2022 4.3 Form of Senior Secured Promissory Note issued to bridge loan investors S-1 4.5 3/31/2022 4.4 Description of Capital Stock - - - 4.5 Form of Warrant with an Exercise Price of $2.90 10-K 10.15 3/30/2023 4.6 Form of Warrant with an Exercise Price of $3.32 10-K 10.16 3/30/2023 4.7 Form of Convertible Note 8-K 4.1 12/29/2023 4.8 Form of Pre-Funded Warrant 8-K 4.1 8/9/2024 4.9 Form of Series A Warrant 8-K 4.2 8/9/2024 4.10 Form of Series B Warrant 8-K 4.3 8/9/2024 10.1 Form of Common Stock Warrant Issued to Selling Stockholders S-1 10.1 3/31/2022 10.2† Expion360 Inc. 2021 Incentive Award Plan S-1 10.2 3/31/2022 10.3† Amendment to Expion360 Inc. 2021 Incentive Award Plan 10-K 10.3 3/28/2024 10.4† Expion360 Inc. 2021 Employee Stock Purchase Plan S-1 10.3 3/31/2022 10.5 Form of Security Agreement Issued to Bridge Loan Investors S-1 10.7 3/31/2022 10.6 Commercial Lease of premises at 2045 SW Deerhound Avenue Redmond, OR S-1 10.8 3/31/2022 10.7 Commercial Lease of premises at 1266 SW Lake Blvd., Redmond, OR S-1 10.11 3/31/2022 10.8† Amended and Restated Employment Agreement, between Brian Schaffner and Expion360 Inc., dated January 26, 2023 8-K 10.2 2/01/2023 10.9† Amended and Restated Employment Agreement, between Paul Shoun and Expion360 Inc., dated January 26, 2023 8-K 10.3 2/01/2023 10.10† Amended and Restated Employment Agreement, between Greg Aydelott and Expion360 Inc., dated January 26, 2023 8-K 10.4 2/01/2023 10.11* Securities Purchase Agreement, dated December 27, 2023, between Expion360 Inc. and 3i, LP 8-K 10.1 12/29/2023 10.12* Common Stock Purchase Agreement, dated December 27, 2023, between Expion360 Inc. and Tumim Stone Capital, LLC 8-K 10.2 12/29/2023 51 10.13* Registration Rights Agreement, dated December 27, 2023, between Expion360 Inc. and Tumim Stone Capital, LLC 8-K 10.3 12/29/2023 10.14* Underwriting Agreement, dated August 7, 2024, between Expion360 Inc. and Aegis Capital Corp. 8-K 1.1 8/9/2024 21.1 Subsidiaries of the Company 10-K 21.1 3/28/2024 19.1 Expion360 Inc. Insider Trading Policy - - - 23.1 Consent of M&K CPAS PLLC - - - 24.1 Power of Attorney (reference is made to the signature page hereto) - - - 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - - - 32.1# Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - - - 97.1 Expion360 Inc. Executive Compensation Clawback Policy 10-K 97.1 3/28/2024 101.INS XBRL Instance Document. - - - 101.SCH XBRL Taxonomy Extension Schema Document. - - - 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. - - - 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. - - - 101.LAB XBRL Taxonomy Extension Label Linkbase Document. - - - 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. - - - 104 Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101). - - - † Indicates a management contract or compensatory plan or arrangement. # This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. * The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. ITEM 16. FORM 10-K SUMMARY None. 52 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized. Expion360 Inc. By: /s/ Brian Schaffner Brian Schaffner Chief Executive Officer and Interim Chief Financial Officer ( Principal Executive, Financial and Accounting Officer ) Date: March 31, 2025 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Brian Schaffner as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with any exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Brian Schaffner Chief Executive Officer, Interim Chief Financial Officer and Director March 31, 2025 Brian Schaffner (Principal Executive, Financial and Accounting Officer) /s/ George Lefevre Director March 31, 2025 George Lefevre /s/ Steven M Shum Director March 31, 2025 Steven M. Shum /s/ Tien Q. Nguyen Director March 31, 2025 Tien Q. Nguyen /s/ Paul Shoun Chief Operating Officer, President and Chairman of the Board of Directors March 31, 2025 Paul Shoun 53 Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID # 2738 ) F-1 Balance Sheets F-3 Statements of Operations F-4 Statements of Stockholders’ Equity (Deficit) F-5 Statements of Cash Flows F-6 Notes to the Consolidated Financial Statements F-8 54 FINANCIAL INFORMATION REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Expion360, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Expion360, Inc. (the Company) as of December 31, 2024 and 2023, and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. F- 1 Critical Audit Matter The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Going Concern Due to the recurring net loss for the year and net cash used in operating activities, the Company evaluated the need for a going concern. See discussion in Note 2. Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated. To evaluate the appropriateness of the lack of going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate the going concern and managements lack of disclosure on going concern. /s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2021. The Woodlands, TX March 31, 2025 F- 2 Expion360 Inc. Balance Sheets As of December 31, 2024 As of December 31, 2023 Assets Current Assets Cash and cash equivalents $ 547,565 $ 3,932,698 Accounts receivable, net 613,022 154,935 Inventory 4,831,461 3,825,390 Prepaid/in-transit inventory 1,612,686 163,948 Prepaid expenses and other current assets 236,461 189,418 Total current assets 7,841,195 8,266,389 Property and equipment 914,081 1,348,326 Accumulated depreciation ( 430,191 ) ( 430,295 ) Property and equipment, net 483,890 918,031 Other Assets Operating leases – right-of-use asset 754,832 2,662,015 Deposits 27,471 58,896 Total other assets 782,303 2,720,911 Total assets $ 9,107,388 $ 11,905,331 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 338,091 $ 286,985 Customer deposits 48,474 17,423 Accrued expenses and other current liabilities 187,464 292,515 Convertible note — 2,082,856 Current portion of operating lease liability 256,153 522,764 Current portion of stockholder promissory notes — 762,500 Current portion of long-term debt 31,758 50,839 Suspended Liability 4,985,948 — Total current liabilities 5,847,888 4,015,882 Long-term debt, net of current portion and discount 198,412 298,442 Operating lease liability, net of current portion 542,764 2,241,325 Total liabilities $ 6,589,064 $ 6,555,649 Stockholders’ equity Preferred stock, par value $ .001 ; 20,000,000 shares authorized; zero 0 shares issued and outstanding — — Common stock, par value $ .001 ; 200,000,000 shares authorized; 2,096,082 and 69,230 issued and outstanding as of December 31, 2024 and 2023, respectively 2,096 69 Additional paid-in capital 37,091,468 26,445,378 Accumulated deficit ( 34,575,240 ) ( 21,095,765 ) Total stockholders’ equity 2,518,324 5,349,682 Total liabilities and stockholders’ equity $ 9,107,388 $ 11,905,331 The accompanying notes are an integral part of these financial statements. F- 3 Expion360 Inc. Statements of Operations For the Years Ended December 31, 2024 2023 Net sales $ 5,624,939 $ 5,981,134 Cost of sales 4,469,711 4,405,611 Gross profit 1,155,228 1,575,523 Selling, general and administrative 7,909,219 8,745,135 Loss from operations ( 6,753,991 ) ( 7,169,612 ) Other (Income) / Expense Interest income ( 86,121 ) ( 125,854 ) Interest expense 976,618 124,511 Loss on sale of property and equipment 146,760 3,426 Settlement expense 709,900 281,680 Suspended liability expense 4,985,948 — Other income ( 6,073 ) ( 394 ) Total other expense 6,727,032 283,369 Loss before taxes ( 13,481,023 ) ( 7,452,981 ) Tax (income) / expense ( 1,548 ) 3,293 Net loss $ ( 13,479,475 ) $ ( 7,456,274 ) Net loss per share (basic and diluted) $ ( 21.03 ) $ ( 108.25 ) Weighted-average number of common shares outstanding 641,011 68,882 The accompanying notes are an integral part of these financial statements. F- 4 Expion360 Inc. Statements of Stockholders’ Equity (Deficit) for Years Ended December 31, 2024 and 2023 Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity (Deficit) Shares Amount Balance at December 31, 2022 68,025 $ 68 $ 25,246,388 $ ( 13,639,491 ) $ 11,606,965 Proceeds received from cashless exercise of warrants 413 — ( 24 ) — ( 24 ) Proceeds received from cash exercise of warrants 150 — 49,800 — 49,800 Stock issued as a result of litigation settlement 520 1 251,679 — 251,680 Issuance of warrants — — 65,046 — 65,046 Issuance of stock options — — 371,071 — 371,071 Issuance of RSUs — — 124,249 — 124,249 Settlement of vested RSUs 122 — — — — Issuance of common stock in exchange for short-term loan costs — — 337,169 — 337,169 Net loss — — — ( 7,456,274 ) ( 7,456,274 ) Balance at December 31, 2023 69,230 $ 69 $ 26,445,378 $ ( 21,095,765 ) $ 5,349,682 Stock issued for ELOC 4,336 4 828,487 — 828,491 Proceeds received from cashless exercise of warrants 16 — ( 4 ) — ( 4 ) Proceeds received from cash exercise of warrants — — 26 — 26 Stock issued for interest payment 414 — 90,839 — 90,839 Issuance of stock options — — 464,328 — 464,328 Issuance of RSUs — — 141,417 — 141,417 Settlement of vested RSUs 525 — 46,889 — 46,889 Settlement of commitment shares 635 1 ( 1 ) — — Stock issued as a result of litigation settlement 1,000 1 208,999 — 209,000 Issuance shares and pre-funded warrants, follow-on offering, net of issuance costs 500,000 500 8,681,190 — 8,681,690 Proceeds from exercise of Series A warrants 14,900 15 77,555 — 77,570 Proceeds from exercise of Series B warrants 1,294,367 1,296 106,575 — 107,871 Shares issued for true-up upon reverse stock split 210,659 210 ( 210 ) — — Net loss — — — ( 13,479,475 ) ( 13,479,475 ) Balance at December 31, 2023 2,096,082 $ 2,096 $ 37,091,468 $ ( 34,575,240 ) $ 2,518,324 The accompanying notes are an integral part of these financial statements. F- 5 Expion360 Inc. Statements of Cash Flows For the Years Ended December 31, 2024 2023 Cash flows from operating activities Net loss $ ( 13,479,475 ) $ ( 7,456,274 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 173,973 205,723 Amortization of convertible note costs 667,144 — Loss on sale of property and equipment 146,760 3,426 Decrease in allowance for doubtful accounts — ( 18,804 ) Stock-based settlement 209,000 251,680 Stock-based compensation 616,632 560,365 Decrease in right-of-use assets and lease liabilities ( 67,778 ) — Increase in suspended liability 4,985,948 — Changes in operating assets and liabilities: (Increase) / Decrease in accounts receivable ( 458,087 ) 161,904 (Increase) / Decrease in inventory ( 1,006,071 ) 704,746 Increase in prepaid/in-transit inventory ( 1,448,738 ) ( 22,338 ) Increase in prepaid expenses and other current assets ( 47,043 ) ( 17,626 ) Decrease in deposits 31,425 5,005 Increase in accounts payable 51,106 56,735 Increase in customer deposits 31,051 17,365 Increase / (Decrease) in accrued expenses and other current liabilities 21,819 ( 13,649 ) Increase in right-of-use assets and lease liabilities 9,789 30,510 Net cash used in operating activities ( 9,562,545 ) ( 5,531,232 ) Cash flows from investing activities Purchases of property and equipment ( 19,203 ) ( 20,170 ) Net proceeds from sale of property and equipment 132,611 36,748 Net cash provided by investing activities 113,408 16,578 Cash flows from financing activities Proceed from / (Principal payment on) convertible note ( 2,750,000 ) 2,420,025 Principal payments on long-term debt ( 119,111 ) ( 161,194 ) Principal payments on stockholder promissory notes ( 762,500 ) ( 62,500 ) Proceeds from exercise of warrants 185,434 49,800 Settlement of fractional shares for cashless warrant exercise — ( 23 ) Net proceeds from issuance of common stock 9,510,181 — Net cash provided by financing activities 6,064,004 2,246,108 Net change in cash and cash equivalents ( 3,385,133 ) ( 3,268,546 ) Cash and cash equivalents, beginning 3,932,698 7,201,244 Cash and cash equivalents, ending 547,565 3,932,698 F- 6 Expion360 Inc. Statements of Cash Flows - Continued For the Years Ended December 31, Supplemental disclosure of cash flow information: 2024 2023 Cash paid for interest $ 220,714 $ 121,894 Cash paid / (received) for franchise taxes $ ( 258 ) $ 1,853 Non-cash financing activities: Acquisition/modification of operating lease right-of-use asset and lease liability $ — $ ( 13,993 ) Issuance of common stock for payment on accrued interest $ 90,839 $ — Issuance of common stock for payment on accrued compensation $ 36,029 $ — Issuance of common stock in exchange for short-term loan costs $ — $ ( 337,169 ) The accompanying notes are an integral part of these financial statements. F- 7 NOTES TO THE FINANCIAL STATEMENTS 1. Organization and Nature of Operations Expion360 Inc. (formerly Yozamp Products Company, LLC dba Expion360) (the “Company”) was incorporated in the state of Nevada in November 2021. Effective November 1, 2021, the Company converted to a C corporation. Prior to conversion, the Company was a limited liability company (“LLC”) with an indefinite life organized in the State of Oregon in June 2016. The LLC elected to be treated as a Subchapter S corporation effective January 1, 2017. Net profits and losses of the LLC and all distributions were allocated among the members in proportion to the ownership units held. The Original LLC Agreement was amended and restated on January 1, 2021 to add additional members and a non-voting class of member units. Upon conversion to a C corporation, all existing LLC members at the time of conversion were issued shares of the Company’s common stock, par value $0.001 per share and became stockholders of the Company. The Company designs, assembles, and distributes premium lithium batteries for RV, Marine, Golf, Industrial, Residential, and Off-The-Grid needs. The Company uses lithium iron phosphate (“LiFePO4”) batteries. LiFePO4 batteries are considered a top choice for high energy density, dependability, longevity, and safety, providing the ability to power anything, anywhere. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying audited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statement presentation. However, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Unless otherwise noted, all references to shares and stockholders in the accompanying financial statements have been restated retroactively, to reflect the equity structure of the C corporation as of the beginning of the first period presented. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with current year presentation. These reclassifications had no effect on the reported results of operations. Going Concern, Liquidity and Capital Resources The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding before the Company achieves sustainable revenue and profit from operations. The Company expects to continue to incur additional losses for the foreseeable future, and the Company may need to raise additional debt or equity financing to expand its presence in the marketplace, develop new products, achieve operating efficiencies, and accomplish its long-term business plan over the next several years. There can be no assurance as to the availability or terms upon which such financing and capital might be available. As presented in the accompanying financial statements, the Company has sustained recurring losses and negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date that the financial statements for the year ended December 31, 2024 are issued. However, management is working to address its cash flow challenges, including raising additional capital, managing inventory levels, identifying alternative supply chain resources, and managing operational expenses. F- 8 Historically, the Company’s growth has been funded through a combination of sales of equity interests, third party debt, and working capital loans. The Company’s sales for 2024 decreased 6.0 % compared to sales for 2023, as the overall RV market experienced a severe slowdown. For the year ended December 31, 2024, we received net proceeds of $ 9,510,181 from issuance of common stock and an additional $ 185,434 from exercise of warrants. For the year ended December 31, 2023, we received net proceeds of $ 2,420,025 from issuing commitment shares in exchange for a short-term convertible note, and $ 49,777 from warrant exercises. On April 1, 2022, the Company completed an initial public offering and listing of its shares on the Nasdaq Stock Market (IPO). The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. Use of Estimates The preparation of financial statements in conformity with 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 date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could vary materially from the estimates that were used. The Company’s significant accounting estimates include the carrying value of accounts receivable and inventory, the depreciable lives of fixed assets, and stock-based compensation. Future events, including the extent and the duration of the COVID-19-related economic impacts and their effects, cannot be predicted with certainty and, accordingly, the Company’s accounting estimates require the exercise of judgment. Cash and Cash Equivalents The Company considers all cash amounts which are not subject to withdrawal restrictions or penalties and all highly liquid investments purchased with an original maturity of three months or less from the date of purchase to be cash equivalents. The Company maintains its cash balances with high-quality financial institutions located in the United States. Cash accounts are secured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. At times, balances may exceed federally insured limits. Investment accounts are placed in funds consisting of US Treasury-related ultra-short paper, which earned $86,121 and $125,755 during the years ended December 31, 2024 and 2023, respectively. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. As of December 31, 2024, cash balances exceeded FDIC limits by $277,522 and investment accounts totaling $712 are invested in US Treasury-related ultra-short paper. Accounts Receivable Accounts receivable are recorded at the invoiced amount, are due within a year or less, and generally do not bear any interest. The Company performs ongoing credit evaluations of its customers and generally requires no collateral. An allowance for uncollectible accounts is recorded to reduce accounts receivable to the estimated amount that will be collected. The allowance is based upon management’s review of the accounts receivable aging and specific identification of potentially uncollectible balances. Recoveries of accounts previously written off and adjustments to the allowance for uncollectible accounts are recorded as adjustments to bad debt expense. There was no allowance for doubtful accounts as of December 31, 2024 or December 31, 2023, as management believed all outstanding amounts to be fully collectible. Customer Deposits As of December 31, 2024 and December 31, 2023, the Company had customer deposits totaling $ 48,474 and $ 17,423 , respectively. F- 9 Inventory Inventory is stated at the lower of cost (first in, first out) or net realizable value and consists of batteries and accessories, resale items, components, and related landing costs. As of December 31, 2024 and December 31, 2023, the Company had inventory that consisted of finished assemblies totaling $ 4,077,013 and $ 2,967,021 , respectively, and raw materials (inventory components, parts, and packaging) totaling $ 754,448 $ 858,369 , respectively. The valuation of inventory includes fixed production overhead costs based on normal capacity of the assembly warehouse. The Company periodically reviews its inventory for evidence of slow-moving or obsolete inventory and provides for an allowance when considered necessary. The Company determined that no such reserve was necessary as of December 31, 2024 or December 31, 2023. The Company prepays for inventory purchases from foreign suppliers. Prepaid inventory totaled $ 1,612,686 and $ 163,948 at December 31, 2024 and December 31, 2023, respectively, and included inventory in transit where title had passed to the Company but had not yet been physically received. Vendor and Foreign Concentrations of Inventory Suppliers During the years ended December 31, 2024 and 2023, approximately 82 % and 70 %, respectively, of inventory purchases were made from foreign suppliers in Asia. Any adverse change in either the economic or political conditions abroad could negatively impact the Company’s supply chain. The inability to obtain product to meet sales demand could adversely affect results of operations. However, the Company has secured a secondary source for lithium iron phosphate cells used in its batteries from a supplier in Europe, enabling the Company to source materials outside of Asia in the event it becomes necessary to do so. Property and Equipment Property and equipment are stated at cost less depreciation calculated on the straight-line basis over the estimated useful lives of the related assets as follows: Schedule of estimated useful lives Vehicles and transportation equipment 5 - 7 years Manufacturing equipment 3 - 10 years Office furniture and equipment 3 - 7 years Warehouse equipment 3 - 10 years QA equipment 3 - 10 years Tooling and molds 5 - 10 years Leasehold improvements are amortized over the shorter of the lease term or their estimated useful lives. Betterments, renewals, and extraordinary repairs that extend the lives of the assets are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation and amortization applicable to assets retired are removed from the accounts, and the gain or loss on disposition is recognized in the Statements of Operations. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities, and long-term operating lease liabilities on the Company’s Balance Sheets. The Company does not have any finance leases. Lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the Company’s Balance Sheet. The Company’s leases do not contain any residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. F- 10 The Company accounts for lease and non-lease components as a single lease component for all its leases. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment. When events or circumstances indicate the carrying value of a long-lived asset may be impaired, the Company estimates the future undiscounted cash flows to be derived from the use and eventual disposition of the asset to assess whether or not a potential impairment exists. If the carrying value exceeds the estimate of future undiscounted cash flows, the impairment is calculated as the excess of the carrying value of the asset over the estimate of its fair value. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. No long-lived asset impairment was recognized during the years ended December 31, 2024 or 2023. Product Warranties The Company sells the majority of its products to customers along with conditional repair or replacement warranties. The Company’s branded DC mobile chargers are warrantied for two years from the date of sale and its branded VPR 4EVER Classic and Platinum batteries are warrantied at gradually lesser levels over a twelve-year period from date of sale. The Company determines its estimated liability for warranty claims based on the Company’s experience of the amount of claims actually made. Management estimates no liability as of December 31, 2024 and 2023 because, historically, there have been very few claims and costs for repairs or replacement parts have been nominal. It is possible that the Company’s estimate of liability for product liability claims will change in the near term. Liability for Refunds The Company does not have a formal return policy but does accept returns under its warranty policies. Returns have historically been minimal. No refund liability was recognized in the year ended December 31, 2023 or December 31, 2024. Revenue is recorded net of this amount. Any returns of discontinued product are not added back to inventory and therefore related costs are nominal and not recorded as an asset. Revenue Recognition The Company’s revenue is generated from the sale of products consisting primarily of batteries and accessories. The Company recognizes revenue when control of goods or services is transferred to its customers in an amount that reflects the consideration it is expected to be entitled to in exchange for those goods or services. To determine revenue recognition, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the performance obligation(s) are satisfied. Revenue is recognized upon shipment or delivery to the customer, as that is when the customer obtains control of the promised goods and the Company’s performance obligation is considered satisfied. As such, accounts receivable is recorded at the time of shipment or will call, when the Company’s right to the consideration becomes unconditional and the Company determines there are no uncertainties regarding payment terms or transfer of control. Concentration of Major Customers A customer is considered a major customer when net revenue attributable to the customer exceeds 10% of total revenue for the period or outstanding receivable balances exceed 10% of total receivables. During the year ended December 31, 2024, sales to one customer totaled $ 726,292 , or approximately 14 % of our total sales and had 6 % of our outstanding accounts receivable at December 31, 2024. Four other customers had accounts receivable balances totaling $ 339,111 , representing 60 % of total accounts receivable as of December 31, 2024. Sales to each of our other customers did not exceed 10% during this period. During the year ended December 31, 2023, sales to two customers totaled $ 1,237,232 , or approximately 21 % of our total sales, and these customers did not have any outstanding accounts receivable at December 31, 2023. While these customers did not have accounts receivable balances as of December 31, 2023, four other customers had accounts receivable balances totaling $ 142,255 , representing 91 % of total accounts receivable as of December 31, 2023. Sales to each of our other customers did not exceed 10% during this period. F- 11 Shipping and Handling Costs Shipping and handling fees billed to customers are classified on the Statement of Operations as “Net sales” and totaled $ 99,201 and $ 70,712 during the years ended December 31, 2024 and 2023, respectively. Shipping and handling costs for shipping product to customers totaled $ 260,946 and $ 199,288 during the years ended December 31, 2024 and 2023, respectively, and are classified in selling, general and administrative expense in the accompanying Statements of Operations. Advertising and Marketing Costs The Company expenses advertising and marketing costs as incurred. Advertising and marketing expense totaled $ 926,430 and $ 929,220 for the years ended December 31, 2024 and 2023, respectively, and is included in selling, general and administrative expense in the accompanying Statements of Operations. Research and Development Research and development costs are expensed as incurred. Research and development costs charged to expense amounted to $ 295,292 and $ 397,662 for the years ended December 31, 2024 and 2023, respectively, and are included in selling, general and administrative expenses in the accompanying Statements of Operations. Income Taxes Effective November 1, 2021, the Company converted from an LLC to a C corporation and, as a result, became subject to corporate federal and state income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of exiting assets and liabilities and their respective tax basis. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic. Some of the more significant provisions are removal of certain limitations on utilization of net operating losses, increasing the loss carryback period for certain losses to five years, and increasing the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and JOBS Act. As of December 31, 2024 and December 31, 2023, the Company has not recorded any income tax provision/(benefit) resulting from the CARES Act, mainly due to the Company’s history of net operating losses. On December 27, 2020, the United States enacted the Consolidated Appropriations Act of 2021 (the “CAA”). The CAA includes provisions extending certain CARES Act provisions and adds coronavirus relief, tax and health extenders. The Company will continue to evaluate the impact of the CAA and its impact on its financial statements in 2024 and beyond. F- 12 Fair Value of Financial Instruments The Company accounts for its financial assets and liabilities in accordance with ASC Topic 820, Fair Value Measurement . ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. These inputs include quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in the assessment of fair value. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, short-term revolving loans, stockholder promissory notes, and long-term debt. The fair value of cash and cash equivalents, accounts receivable, accounts payable, and short-term revolving loans approximates their respective carrying values because of the short-term nature of those instruments. The fair value of the stockholder promissory notes, convertible notes, and long-term debt approximates their respective carrying values because the interest rate approximates market rates available to the Company for similar obligations with the same maturities. Basic and Diluted Net Loss Per Share The basic net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the period. Diluted earnings or loss per share adjusts the basic earnings or loss per share for the potentially dilutive impact of securities (e.g., options and warrants). We calculate basic and diluted net loss per share using the weighted average number of common shares outstanding during the periods presented. In periods of a net loss position, basic and diluted weighted average common shares are the same. For the diluted earnings per share calculation, we adjust the weighted average number of common shares outstanding to include dilutive stock options, warrants, unvested restricted stock units and shares associated with the conversion of any convertible notes or preferred stock, when applicable. We use the if-converted method for calculating any potential dilutive effect of convertible notes and convertible preferred stock on diluted net loss per share. The following shows the amounts used in computing net loss per share: Schedule of net loss per share Years Ended December 31, 2024 2023 Net loss $ ( 13,479,475 ) $ ( 7,456,274 ) Weighted average common shares outstanding – basic and diluted 641,011 68,882 Basic and diluted net loss per share $ ( 21.03 ) $ ( 108.25 ) As of December 31, 2024 and 2023, the Company has outstanding warrants, options, and restricted stock units (“RSUs”) convertible into 5,392,395 and 19,167 shares of common stock, respectively. The following table sets forth the number of shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive. Schedule of anti-dilutive share Years ended December 31, 2024 2023 Warrants 6,889 8,045 Warrants – Series A 5,286,692 — Warrants – Series B 87,384 — Stock options 11,430 10,756 RSUs — 366 5,392,395 19,167 F- 13 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation”, which requires compensation costs to be recognized at grant date fair value over the requisite service period of each of the awards. The Company recognizes forfeitures of awards as they occur. The fair value of stock options is determined using the Black-Scholes-Merton option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including risk-free interest rate, volatility, expected dividend yield and expected life. Changes to assumptions could cause significant adjustments to the valuation. New Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU was issued to clarify reporting requirements for public entities that are required to report segment information in accordance with Topic 280, Segment Reporting. The Company will adopt this standard effective January 1, 2024, but does not anticipate an impact on the Company’s financial statements or disclosures in this Report, as we currently have one reportable segment. In March 2023, the FASB issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” This ASU was issued to allow reporting entities to consistently account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits. ASU 2023-02 is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company will adopt this standard effective January 1, 2024, but does not anticipate an impact on the Company’s financial statements or disclosures. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which amends the guidance in Topic 820, Fair Value Measurement , to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. In addition, the ASU introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years for public business entities. The Company will adopt this standard effective January 1, 2024, but does not anticipate an impact on the Company’s financial statements or disclosures. In July 2023, the FASB issued ASU 2023-03, amending “Presentation of Financial Statements (Topic 205),” “Income Statement – Reporting Comprehensive Income (Topic 220),” “Distinguishing Liabilities from Equity (Topic 480),” “Equity (Topic 505),” and “Compensation – Stock Compensation (Topic 718).” The company adopted this standard effective December 15, 2023. Accounting Guidance Issued but Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).” This ASU was issued to improve the disclosures about an entity’s expenses, and require certain types of expenses to be disclosed individually. The Company is currently evaluating the impact of this standard on its financial statement. F- 14 In March 2024, the FASB issued ASU 2024-02, “Codification Improvements—Amendments to Remove References to the Concepts Statements,” to address suggestions received from stakeholders. The Company is currently evaluating the impact of this standard on its financial statements. In March 2024, the FASB issued ASU 2024-01, “Compensation—Stock Compensation,” which adds an illustrative example to demonstrate how to apply the guidance in paragraph 718-10-15-3. The Company is currently evaluating the impact of this standard on its financial statements. In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” which affects a variety of Topics in the Codification. The company is currently evaluating the impact of this standard on our financial statements. 3. Property and Equipment, Net Property and equipment consist of the following: Schedule of property and equipment Years Ended December 31, 2024 2023 Vehicles and transportation equipment $ 406,013 $ 551,906 Manufacturing equipment 168,099 179,274 Office furniture and equipment 153,698 188,131 Warehouse equipment 72,964 81,164 Leasehold improvements 69,725 314,819 QA equipment 43,582 33,032 914,081 1,348,326 Less: accumulated depreciation ( 430,191 ) ( 430,295 ) Property and equipment, net $ 483,890 $ 918,031 Depreciation expense was $ 173,973 and $ 205,723 for the years ended December 31, 2024 and 2023, respectively. There were disposals and sales of fixed assets during the years ended December 31, 2024 and 2023 resulting in the net cash received of $ 132,611 and $ 36,748 , respectively. As a result of disposals and sales of fixed assets we recognized losses during the year ended December 31, 2024 and 2023 of $ 146,760 and $ 3,426 , respectively. The majority of the disposals in the year ending December 31, 2024 were for equipment and leasehold improvements when we terminated the lease of our second warehouse in Redmond, Oregon in order to reduce ongoing monthly expenses. 4. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: Schedule of accrued expenses and other current liabilities Years Ended December 31, 2024 2023 Accrued salaries and payroll liabilities $ 145,686 $ 225,685 Rebate liability — 31,411 Commissions 30,913 12,608 Deferred income and deposit (sublease) 4,549 4,445 Accrued interest 760 2,839 Franchise tax 150 1,840 Other 5,406 13,687 Accrued expenses and other current liabilities $ 187,464 $ 292,515 F- 15 5. Long-Term Debt Long-term debt consisted of the following at December 31, 2024 and 2023: Schedule of long term debt payment December 31, 2024 December 31, 2023 Note payable – bank. Payable in monthly installments of $ 332 , including interest at 5.8 % per annum, due August 2025 , secured by equipment and personally guaranteed by a co-founder. 2,657 6,317 Note payable – credit union. Payable in monthly installments of $ 508 , including interest at 5.45 % per annum, due July 2026 , secured by a vehicle and personally guaranteed by a co-founder. This note was paid in full in March 2024. — 14,196 Note payable – SBA. Economic Injury Disaster Loan payable in monthly installments of $ 731 , including interest at 3.75 % per annum, due May 2050 , and personally guaranteed by a co-founder. 143,144 146,926 Notes payable – The Company has acquired six notes payable to GM Financial for vehicles. In April 2022, the Company secured a commercial line up to $300,000 to be used to finance vehicle purchases. The agreement expired in April 2023 but was renewed for a commercial line up to $350,000 and prevailing GM Financial existing term notes will remain. The new agreement expires in April 2024. One note was paid off when the corresponding vehicle was sold in May 2023, so there are five notes remaining at December 31, 2024. The notes are currently payable in aggregate monthly installments of $ 4,084 , including interest at rates ranging from 5.89% to 7.29% per annum, mature at various dates from October 2027 to May of 2028 , and are secured by the related vehicles. Two of the notes are personally guaranteed by a co-founder. Two of the notes were paid in full in February 2024; these notes had a combined principal balance of $ 72,115 as of December 31, 2024. 84,369 181,842 Total $ 230,170 $ 349,281 Less current portion ( 31,758 ) ( 50,839 ) Long-term debt, net of unamortized debt discount and current portion $ 198,412 $ 298,442 Future maturities of long-term debt are as follows: Schedule of maturities of long-term debt Years ending December 31, 2025 $ 31,758 2026 31,058 2027 30,590 2028 8,212 2029 4,002 Thereafter 124,550 Total $ 230,170 6. Stockholder Promissory Notes As of December 31, 2024 and December 31, 2023, the Company had an outstanding principal balance of $ 0 and $ 762,500 due to stockholders under unsecured Promissory Notes Agreements (“Notes”). The Notes require monthly interest-only payments at 10 % per annum. The Notes would have matured in September 2024 and December 2024 as follows: September 2024 - $500,000 (this Note would have matured in August 2023, but in June 2023, an agreement was signed extending the maturity date to August 2024, and in June 2024, an agreement was signed further extending the maturity date to September 2024); and December 2024 - $200,000. A note for $62,500 that matured in January 2024 was paid in January 2024, and Notes for $500,000 that matured in September 2024 and $200,000 that matured in December 2024 were both paid in August 2024. As of December 31, 2024, there were no Notes outstanding. F- 16 Interest paid to the stockholders under the Notes totaled $ 42,862 and $ 82,508 during the years ended December 31, 2024 and 2023, respectively. There was no accrued interest as of December 31, 2024 or 2023 related to these Notes. 7. Equity and Debt Financings August 2024 Public Offering On August 8, 2024, the Company sold in the August 2024 Public Offering, (i) 33,402,000 Common Units, (pre-Reverse Stock Split), each consisting of one share of common stock, two Series A Warrants and one Series B Warrant, and (ii) 16,598,000 Pre-Funded Units (pre-Reverse Stock Split), each consisting of one Pre-Funded Warrant, two Series A Warrants, and one Series B Warrant, through the Underwriter. In addition, the Company granted the Underwriter a 45-day option to purchase additional shares of common stock and/or Pre-Funded Warrants and/or Series A Warrants and/or Series B Warrants, representing up to 15% of the number of the respective securities sold in the August 2024 Public Offering, solely to cover over-allotments, if any. The Underwriter partially exercised its over-allotment option with respect to 15,000,000 Series A Warrants and 7,500,000 Series B Warrants (pre-Reverse Stock Split). The Common Units were sold at a price of $ 0.20 per unit and the Pre-Funded Warrants were sold at a price of $ 0.199 per unit (pre-Reverse Stock Split). The Pre-Funded Warrants were immediately exercisable at an exercise price of $ 0.001 per share (Pre-Reverse Stock Split) and could be exercised at any time until all Pre-Funded Warrants are exercised in full. As of December 31, 2024, all Pre-Funded Warrants have been exercised. Each Series A Warrant is exercisable at any time or times beginning on September 30, 2024, which was the first trading day following the Company’s notice to the Series A Warrant holders of stockholder approval received at the Company’s annual meeting of stockholders held on September 27, 2024 (the “2024 Annual Meeting”), and will expire five years from such date. Each Series A Warrant was initially exercisable at an exercise price of $ 24.00 per share of common stock (post-Reverse Stock Split). The exercise price of the Series A Warrants was subject to reduction on the 11 th trading day after the stockholder approval to the greater of the lowest daily volume weighted average price (“VWAP”) during the ten trading day period following the stockholder approval and the floor price of $ 5.206 (representing 20% of the lower of our common stock’s closing price on The Nasdaq Capital Market on the date that we priced the August 2024 Public Offering (post-Reverse Stock Split) or our common stock’s average closing price on The Nasdaq Capital Market for the five trading days ending on such date (such lower price, without giving effect to such 20% reduction, the “Nasdaq Minimum Price”), and the number of shares issuable upon exercise would be proportionately adjusted such that the aggregate exercise price would remain unchanged. As of September 30, 2024, there would have been 5,301,592 shares of common stock (post-Reverse Stock Split and assuming the Adjustment had occurred on September 30, 2024) issuable upon exercise of the Series A Warrants. Subsequent to September 30, 2024, the exercise price under the Series A Warrants was reduced to the floor price of $ 5.206 (representing 20% of the Nasdaq Minimum Price, post-Reverse Stock Split), beginning on October 14, 2024, the 11 th trading day following stockholder approval. As of December 31, 2024, 14,900 shares of common stock have been issued upon exercise of Series A Warrants and 5,286,692 shares of Common stock remain issuable upon exercise of Series A Warrants. Each Series B Warrant was exercisable immediately upon issuance at an exercise price of $0.10 per share (post-Reverse Stock Split). The number of shares of common stock issuable under the Series B Warrants were subject to adjustment using a reset price based on the weighted average price of common stock over a rolling five-trading-day period between the issuance date of the Class B Warrants and the close of trading on the tenth trading day following stockholder approval, subject to certain floor prices. As of September 30, 2024, 342,588 shares of Common stock (post-Reverse Stock Split) had been issued upon exercise of Series B Warrants and there were 1,032,198 shares of Common stock (post-Reverse Stock Split) issuable upon exercise of Series B Warrants based on the reset price of $ 5.45 (representing the lowest arithmetic average of the daily VWAP during the 5 trading day period from September 12, 2024 through September 18, 2024. Effective October 8, 2024, after market close, a reverse stock split occurred and as of November 12, 2024, 87,384 shares of common stock remain issuable upon exercise of Series B Warrants using the reset price, which was reduced to the floor price of $ 5.206 (representing 20% of the Nasdaq Minimum Price (post-Reverse Stock Split and post-Adjustment). F- 17 Pursuant to an underwriting agreement by and between the Company and the Underwriter, the Company paid the Underwriter a total cash underwriting discount of $ 700,000 , equal to 7% of gross proceeds received in the August 2024 Public Offering, reimbursement for Underwriter expenses of $ 100,000 , equal to 1% of gross proceeds received, and reimbursement for road show, diligence, legal fees and disbursements of $ 100,000 , equal to 1% of gross proceeds received, as well as $ 5,000 for investor counsel fee, totaling $ 905,000 in cash fees deducted from cash proceeds. Convertible Note Financing On December 27, 2023, the Company entered into a securities purchase agreement with 3i, LP (“3i”), pursuant to which the Company sold and 3i purchased: (i) a senior unsecured convertible note issued in the aggregate principal amount of $2,750,000, with an 10.0% original issue discount and an interest rate of 9.0% per annum (the “3i Note”), (ii) up to $247,500 in newly issued shares of Common stock (the “Interest Shares”), which may be payable, subject to the fulfillment of certain conditions set forth in the 3i Note, to satisfy interest payments under the 3i Note, and (iii) 635 shares of Common stock issued to 3i as consideration for its commitment to purchase the 3i Note (collectively, the “Convertible Note Financing”). The gross proceeds to the Company from the Convertible Note Financing were $2.5 million prior to the payment of legal fees and transaction expenses. The offering of securities in the Convertible Note Financing was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-272956), which the Company filed with the SEC on June 27, 2023 and was declared effective on July 10, 2023. On August 8, 2024, in connection with the closing of the August 2024 Public Offering, the Company repaid the 3i Note, and the Company’s obligations under the 3i Note were fully satisfied and discharged. Prior to the closing of the August 2024 Public Offering, the Company had issued 414 shares of common stock (post-Reverse Stock Split) for the payment of $ 90,839 in interest. Equity Line of Credit On December 27, 2023, the Company entered into a common stock purchase agreement with Tumim Stone Capital, LLC (“Tumim”), pursuant to which the Company has the right, but not the obligation, to sell to Tumim, and Tumim is obligated to purchase, up to the lesser of (a) $20,000,000 in aggregate gross purchase price of newly issued Common stock and (b) the Exchange Cap (as defined in the purchase agreement) (the “Equity Line of Credit”). In connection with the Equity Line of Credit, the Company filed a Registration Statement on Form S-1 (File No. 333-276663) with the SEC on January 23, 2024, which was declared effective on February 9, 2024. In connection with the August 2024 Public Offering, the Company and Tumim mutually agreed to terminate the Equity Line of Credit, effective immediately upon the closing of the August 2024 Public Offering. Prior to the closing of the August 2024 Public Offering, the Company had sold 4,336 shares of common stock (post-Reverse Stock Split) under the Equity Line of Credit for an aggregate amount of $ 828,491 , of which $ 434,958 was used to repay a portion of the balance under the 3i Note, consisting of $ 380,042 to the loan principal, $ 34,204 to interest, and $ 20,712 as a redemption premium. Reverse Stock Split True-Up Payment Effective as of 5:00 p.m. Pacific Time on October 8, 2024 (the “Effective Date”), The Company effected a 1-for-100 reverse stock split of our common stock (the “Reverse Stock Split”), which was approved by the Board on September 27, 2024, following stockholder approval at our annual meeting of stockholders held on September 27, 2024. As a result of the daily VWAP of the common stock during the five trading days before and after the Reverse Stock Split, a Reverse Stock Split cash true-up payment provision in the Series A Warrants, which is capped at $5.0 million in the aggregate under all Series A Warrants, was triggered, but the payment of the Reverse Stock Split cash true-up payment was suspended in accordance with the terms of the Series A Warrants. F- 18 During the year ended December 31, 2024, $14,052 of this liability was relieved in connection with the exercise of Series A Warrants, leaving a remaining liability of $ 4,985,948 as of December 31, 2024. We used $ 500,000 of the net proceeds from the registered direct offering and warrant private placement that closed on January 3, 2025 to satisfy a portion of certain amounts owed to the holders of the Series A Warrants pursuant to the terms thereof. 8. Commitments and Contingencies Operating Leases The Company leases its warehouses and office space under long-term lease arrangements. None of its leases include characteristics specified in ASC 842, Leases , that require classification as financing leases, and accordingly, these leases are accounted for as operating leases. The Company does not recognize a right-of-use asset and lease liability for short term leases, which have terms of 12 months or less. For longer-term lease arrangements that are recognized on the Company’s Balance Sheet, the right-of-use asset and lease liability are initially measured at the commencement date based upon the present values of the lease payments due under the leases. The implicit interest rates of the Company’s lease arrangements are generally not readily determinable and as such, the Company applies an incremental borrowing rate, which is established based upon the information available at the lease commencement date, to determine the present value of lease payments due under the arrangement. Under ASC 842, the incremental borrowing rate (“IBR”) for leases must be (1) a rate of interest over a similar term, and (2) for an amount that is equal to the lease payments. The Company uses both the Federal Reserve Economic Data U.S. corporate debt effective yield and the U.S. Treasury rates adjusted for credit spread as the primary data points for purposes of determining the IBR. In the first quarter of 2022, the Company entered into two new long-term, non-cancelable operating lease agreements for office and warehouse space resulting in the Company recognizing an additional lease liability of $ 2,348,509 , representing the present value of the lease payments discounted using an effective interest rate of 8.07% and 8.86% , and corresponding ROU assets of $ 2,348,509 . The leases expire in December 2026 and December 2028 , the latter of which contains one three-year option to renew. In the first quarter of 2021, the Company entered into a long-term, non-cancelable operating lease agreement for office and warehouse space resulting in the Company recognizing an additional lease liability totaling of $ 1,268,089 , representing the present value of the lease payments discounted using an effective interest rate of 7.47% and a corresponding ROU asset of $ 1,268,089 . The lease expires in January 2028 and contains one three-year option to renew. The Company had another lease that expired in January 2023 and was terminated at that time. The relating right of use asset and lease liability were written off at that time. The company has one further lease that expires in February 2025. The leases generally provide for annual increases based on a fixed amount and generally require the Company to pay real estate taxes, insurance, and repairs. On September 19, 2024, the Company signed a Termination of Commercial Lease Agreement regarding the lease previously contracted to end in December 2028. The cancelation was effective September 30, 2024. The corresponding ROU asset and lease liability were therefore removed from the Company’s balance sheet effective September 30, 2024. The following is a summary of total lease costs for the years ending December 31, 2024 and 2023: Schedule of lease cost Years Ended December 31, 2024 2023 Operating lease cost $ 610,549 $ 749,975 Short-term lease costs 1,149 150 Variable lease costs — — Sublease income ( 42,804 ) ( 49,916 ) Total lease costs $ 568,894 $ 700,209 F- 19 The weighted-average remaining lease term was 2.91 and 4.54 years as of December 31, 2024 and 2023, respectively. The weighted average discount rate was 7.60 % and 8.47 % as of December 31, 2024 and 2023, respectively. Operating cash flows from the operating leases totaled $ 455,690 and $ 469,923 for the years ended December 31, 2024 and 2023, respectively. The total lease liability as of December 31, 2024 and 2023 was $ 798,917 and $ 2,764,089 , respectively. The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of December 31, 2024, for years ending December 31: Schedule of future minimum lease payment Total 2025 $ 307,536 2026 307,632 2027 256,878 2028 21,458 2029 — Thereafter — Total future minimum lease payments 893,504 Less imputed interest ( 94,587 Total $ 798,917 Current lease liability $ 256,153 Noncurrent lease liability 542,764 Total $ 798,917 Subleases As of December 31, 2024, the Company subleases office and warehouse space under one of its existing operating leases with similar terms as the Company’s lease agreements. Two additional leases ended in February, 2023. Because the Company is not relieved of its primary obligations under the original lease, the Company accounts for the subleases as a lessor. Sublease rental income is recorded based on the contractual rental payments which are not substantially different from recognition on a straight-line basis over the lease term and totaled $ 42,804 and $ 49,916 during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, deferred income and a sublease deposit totaled $ 4,549 and $ 4,445 , respectively, and is included in accrued expenses and other current liabilities on the accompanying Balance Sheets. The total future minimum sublease payments are $ 7,169 , all due in the year ending December 31, 2025. Litigation The Company may be involved from time to time in litigation or claims arising in the ordinary course of its business. While the ultimate liability, if any, arising from these claims cannot be determined with certainty, the Company believes that the resolution of any such matters will not likely have a material adverse effect on the Company’s financial statements. On November 22, 2022, the Company received notice of a complaint (the “Complaint”) filed against it in Oregon state court by Ravi Sinha. The Complaint alleged, inter alia , that Mr. Sinha was entitled to 282,284 shares of the Company's common stock, or in the alternative, $300,000 plus interest in connection with services he previously rendered the Company as its chief executive officer. On March 21, 2023, the Company entered into a settlement agreement with Mr. Sinha and the matter has been resolved with $ 30,000 cash and the issuance of 52,000 shares of common stock at the closing price of $ 4.84 per share on March 31, 2023, for a total settlement value of $ 281,680 . (see Note 11, Stockholders’ Equity ). F- 20 On May 2, 2024, the Company entered into a Settlement and Mutual Release with Alexander Capital L.P. (“Alexander”), pursuant to which the parties resolved certain disputes while not admitting any liability or wrongdoing (the “Settlement Agreement”). We agreed to (i) make a single cash payment of $100,000, (ii) issue 100,000 shares of Common Stock, and (iii) amend certain outstanding warrants to reduce the per share exercise price from $9.10 to $4.50. The shares of Common Stock were issued pursuant to an effective Registration Statement on Form S-3 (File No. 333-272956). The Settlement Agreement also contains other customary provisions, including a mutual release of claims and mutual non-disparagement provision. On July 1, 2024, the Company entered into a Mutual Termination Agreement with Alexander (the “Termination Agreement”), pursuant to which the parties agreed to terminate a certain provision in that certain underwriting agreement, dated March 31, 2022, between the Company and Alexander, as representative of the underwriters, which granted Alexander a right of first refusal to act as the Company’s financial advisor, book-runner, book-running manager, manager, placement agent, or underwriter in connection with any transaction contemplated or consummated by us (the “ROFR Provision”). In exchange for the termination of the ROFR Provision, and in connection with the closing of the 2024 Public Offering, the Company made a cash payment to Alexander in the amount of $ 400,900 . Nasdaq Listing Requirement On September 6, 2024, the Company received a staff determination from The Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) to delist the Company’s common stock from The Nasdaq Capital Market indicating that (i) the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price per share for the Company’s common stock had closed below $1.00 for the previous 30 consecutive business days, and (ii) the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) because, as of September 5, 2024, the Company’s common stock had a closing bid price of $0.10 or less for at least ten consecutive trading days (the “Staff Determination”). On September 12, 2024, the Company requested an appeal hearing on the Staff Determination from a Hearings Panel (the “Panel”) by filing a hearing request with Nasdaq pursuant to the procedures set forth in the Nasdaq Listing Rules, staying the delisting of the common stock pending the Panel’s decision. Upon successful completion of the Reverse Stock Split, the Company received a letter from the Nasdaq Office of General Counsel on October 23, 2024, advising the Company that it had regained compliance with the minimum bid price continued listing requirements in Listing Rule 5550(a)(2) and that the Company is therefore in compliance with Nasdaq’s listing requirements. Consequently, the scheduled hearing before the Panel on October 24, 2024, was cancelled. The Company’s common stock continues to be listed and traded on The Nasdaq Capital Market. See Note 14 – “Subsequent Events” in this Quarterly Report for additional information about the Reverse Stock Split and the Nasdaq Listing Requirement. 9. Stockholders’ Equity The Company is authorized to issue an aggregate of 220,000,000 shares of capital stock, par value $ 0.001 per share, consisting of 200,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2024 and December 31, 2023, 2,096,082 and 69,230 shares, respectively, of common stock were issued and outstanding. No shares of preferred stock have been issued. As of December 31, 2024, of the 50,000,000 Units sold in the August 2024 Public Offering at $ 0.20 per unit (Pre-Reverse Stock Split), 500,000 shares of common stock (post-Reverse Stock Split) were issued, as all 16,598,000 Pre-Funded Warrants have been exercised. Prior to the Company’s payoff of the 3i Note in connection with the closing of the August 2024 Public Offering, the Company had issued 414 shares of common stock for the payment of $ 90,839 in interest. As of December 31, 2024, the Company has sold 4,336 shares of common stock for an aggregate amount of $ 828,491 , of which $ 434,958 was used to repay a portion of the balance under the 3i Note, consisting of $ 380,042 to the loan principal, $ 34,204 to interest and $ 20,712 as a redemption premium. F- 21 On May 2, 2024, at the closing price of $ 209.00 per share, the Company agreed to issue 1,000 shares of common stock valued at $ 209,000 as well as $ 100,000 in cash as part of a settlement agreement for a total value of $ 309,000 . On March 31, 2023, at the closing price of $ 484.00 per share, the Company issued 520 shares of common as part of a settlement agreement for a total value of $ 251,680 . On January 16, 2023, at the closing price of $ 454 per share, the Company issued 79 shares of common stock for stock-based compensation that had been accrued in 2023, for a total value of $ 36,029 . As of December 31, 2024 and December 31, 2023, 2,096,082 and 69,230 shares, respectively, of common stock were issued and outstanding. No shares of preferred stock have been issued. A holder of common stock is entitled to one vote for each share of common stock. The holders of common stock have no conversion, redemption or preemptive rights and shall be entitled to receive dividends when, as, and if declared by the board of directors. Upon dissolution, liquidation, or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, subject to the rights, if any, of the holders of any class or series stock having a preference over the right to participate with common stock with respect to the distribution of assets of the Company upon such dissolution, liquidation, or winding up of the Company, the holders of common stock shall be entitled to receive the remaining assets of the Company available for distribution to its stockholders ratably in proportion to the number of shares of common stock held. Since no shares of preferred stock have been issued, no rights and privileges of preferred stockholders have been defined. Initial Public Offering On April 1, 2022, the Company completed an initial public offering (“IPO”). A total of 24,668 shares of common stock were sold at $ 700.00 per share in the IPO, for total gross proceeds of $ 17,267,250 . Warrants/Options During the year ended December 31, 2023, 73,000 warrants exercisable for 730 shares at $ 290.00 per share were exercised using the cashless conversion option which resulted in the issuance of 311 shares of common stock (post-Reverse Stock Split). This left 78,000 warrants remaining, which expired on November 9, 2024 , without being exercised, and there are no warrants remaining at $ 290.00 per share as of December 31, 2024. During the year ended December 31, 2023, 22,606 warrants exercisable for 226 shares of common stock at $ 332.00 per share were exercised using the cashless conversion option, which resulted in the issuance of 102 shares of common stock, and 15,000 warrants exercisable for 150 shares of common stock at $ 332.00 per share were exercised on a cash basis, which resulted in the issuance of 150 shares of common stock. During the year ended December 31, 2024, 7,535 warrants exercisable for 75 shares of common stock at $ 332.00 per share were exercised using the cashless conversion option which resulted in the issuance of 16 shares of common stock. This leaves 514,290 warrants remaining convertible into 5,149 shares of common stock with an exercise price of $ 332.00 per share as of December 31, 2024. On August 10, 2023, the Company issued 25,000 warrants to their investor relations firm in accordance with a letter of engagement signed July 22, 2022, to purchase 250 shares of common stock at an exercise price of $500.00 per share. The warrants expire two years from the date of grant on August 9, 2025. The fair value of the warrants was determined at date of issuance using the Black-Scholes option-pricing model and following assumptions: per share price of common stock on date of grant $ 5.20 , expected dividend yield of 0 %, expected volatility of 88 %, risk-free interest rate of 4.82 % and expected life based on contractual life of two years. The fair value of $ 65,045 was recorded as an increase in additional paid-in capital and expensed to Legal and Professional Services. As part of a settlement agreement on May 2, 2024, the Company agreed to modify the exercise price of 88,803 warrants convertible into 891 shares from $ 910.00 to $ 450.00 . F- 22 8,125,000 Series B Warrants exercisable for 496,232 shares at $ 0.10 per share were exercised using the cashless conversion option which resulted in the issuance of 215,678 shares of common stock (based on a $ 5.206 reset price). Another 46,300,000 Series B Warrants were exercised on a cash basis which resulted in the issuance of 1,078,689 shares of common stock (based on a $ 5.206 reset price). This leaves 3,075,000 Series B warrants remaining, which are exercisable for 87,384 shares (post-Adjustment), as of December 31, 2024. In addition, 323,203 Series A Warrants were exercised on a cash basis which resulted in the issuance of 14,900 of common stock. This leaves 114,676,797 Series A Warrants remaining, which are exercisable for 5,286,692 shares of common stock, as of December 31, 2024. As of December 31, 2024 and December 31, 2023, a total of 687,295 and 772,830 regular warrants to purchase 6,889 and 7,745 shares of common stock, respectively, were issued and outstanding. As of December 31, 2023, a total of 30,000 options, which were not issued under a specified plan, were outstanding. However, all 30,000 non-plan options expired on November 8, 2024 , and there are no non-plan options outstanding as of December 31, 2024. Below is a summary of warrants and stock options issued and outstanding as of December 31, 2024: Schedule of various warrants/options issued and outstanding Number of Warrants Issuable Shares Exercise Price per share Weighted Average Remaining Life (Years) 3,075,000 (1) 87,384 $ 0.10 N/A (3) 114,676,797 (2) 5,286,692 $ 5.206 4.74 514,290 5,149 $ 332.00 6.89 88,803 891 $ 450.00 2.25 25,000 250 $ 500.00 0.61 59,202 599 $ 910.00 2.25 118,439,092 5,380,965 (1) Series B Warrants are subject to reset pricing to determine the number of shares issuable. (2) Series A Warrants are subject to reset pricing to determine the number of shares issuable. (3) Series B warrants do not have an expiration date. Equity Plans As of December 31, 2024, the Company had adopted two stock-based compensation plans, the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan. During the year ended December 31, 2024, the Company granted 161 RSUs, granted 1,045 options, and canceled 100 options (post-Reverse Stock Split) under the 2021 Incentive Award Plan. The compensation costs that have been charged against operations were $ 581,504 and $ 495,320 for the years ended December 31, 2024 and 2023. No shares have been issued to date under the 2021 Employee Stock Purchase Plan. 2021 Incentive Award Plan The purpose of the Company’s 2021 Incentive Award Plan is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Various stock-based awards may be granted under the 2021 Incentive Award Plan to eligible employees, consultants, and non-employee directors. The number of shares issued under the 2021 Incentive Award Plan is subject to limits and is adjusted annually. No more than 1,000,000 shares may be issued pursuant to the exercise of incentive stock options. The aggregate share limit will be subject to an annual increase on the first day of each calendar year ending on and including January 1, 2031, by a number of shares equal to the lesser of (i) a number equal to 5% of the aggregate number of shares of the Company's common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Company's board or committee. As of December 31, 2024, the aggregate number of shares that can be issued under the 2021 Incentive Award Plan is 17,958 , of which 11,430 options and 649 RSUs have been granted. The number of shares granted, the exercise price, and the terms will be determined at date of grant; however, the exercise price shall not be less than 100% of the fair value on the grant date (110% for options granted to greater than 10% stockholders, except for options granted to Mr. Yozamp in August 2023, which were at 100%) and the term shall not exceed ten years. F- 23 2021 Employee Stock Purchase Plan The purpose of the Company’s 2021 Employee Stock Purchase Plan is to assist eligible employees of the Company in acquiring a stock ownership in the Company and to help such employees provide for their future security and to encourage them to remain in the employment of the Company. The 2021 Employee Stock Purchase Plan consists of a Section 423 Component and Non-Section 423 Component. The Section 423 Component is intended to qualify as an employee stock purchase plan and also authorizes the grant of options. Options granted under the Non-Section 423 Component shall be granted pursuant to separate offerings containing sub-plans. The Company may make one or more offerings under the 2021 Employee Stock Purchase Plan. The duration and timing of each offering period may be established or changed by the board, but in no event may an offering period exceed 27 months and in no event may the purchase period for the option exceed the duration of the offering period under which it is established. On each exercise date for an offering period, each participant shall automatically be deemed to have exercised the option to purchase the largest number of whole shares which can be purchased under the offering. Option awards are generally granted with an exercise price equal to 85% of the lesser of the fair market value of a share on (a) the applicable grant date and (b) the applicable exercise date, or such other price as designated by the administrator, provided that in no event shall the option price be less that the per share par value price. The maximum number of shares granted under the 2021 Employee Stock Purchase Plan shall not exceed 25,000 shares. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon similar traded companies’ historical share price movements as adequate historical experience is not available to provide a reasonable estimate. Expected term is calculated based on the simplified method as adequate historical experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience is available to provide a reasonable estimate of the expected term. The risk-free interest rate is calculated based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and have no foreseeable plans to pay dividends. The Company has computed the fair value of the 2,455 options granted during the year ended December 31, 2023 using the following assumptions: Schedule of fair value of assumptions Expected volatility 105.27 % Expected dividends None Expected term (in years) 6.0 Risk free rate 4.33 % The Company has computed the fair value of the 1,045 options granted during the year ended December 31, 2023 using the following assumptions: Expected volatility 124.35 % Expected dividends None Expected term (in years) 5.42 Risk free rate 4.08 % F- 24 The following table summarizes the Company’s stock option activity under the 2021 Incentive Award Plan: Schedule of stock option activity (in thousands except number of options and per options data) Number of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding at beginning of period 10,756 $ 377.28 — $ — Granted 1,045 345.00 — — Exercised — — — — Canceled 371 444.06 — — Outstanding at end of period 11,430 $ 372.16 7.36 $ — Exercisable at end of period 10,463 $ 365.88 7.23 $ — During the years ended December 31, 2024 and 2023, the weighted-average grant-date fair value of the options granted to employees and non-employees was $ 312,873 and $ 998,915 , respectively. Unrecognized compensation expense related to employees and non-employees was $ 101,970 as of December 31, 2024. The options granted in May 2022 were vested 100% at time of grant. The options granted in August 2023 began to vest in equal quarterly installments beginning September 30, 2023 and ending June 30, 2026. The options granted in March 2024 were vested 50% at the time of grant, then the remainder continues to vest in 12 equal quarterly installments thereafter, beginning June 30, 2024. The following table summarizes the Company’s RSU activity under the 2021 Incentive Award Plan: Schedule of RSU activity (in thousands except number of options and per options data) Number of restricted stock awards Weighted average grant-date fair value Nonvested at beginning of year 366 $ 180,072 Granted 161 73,094 Vested 527 253,166 Forfeited — — Nonvested at end of year — $ — There was no unrecognized compensation cost related to non-vested RSUs as of December 31, 2024. Common Stock Reserved for Future Issuance The following is a summary of common stock shares reserved for future issuance as of December 31, 2024: Schedule of common stock shares reserved for future issuance Exercise of warrants 6,889 Exercise of stock options – 2021 Incentive Award Plan 11,430 Exercise of restricted stock units – 2021 Incentive Award Plan — Exercise of Series A warrants 5,286,692 Exercise of Series B warrants 87,384 Total shares of common stock reserved for future issuances 5,392,395 10. Segment Reporting The Company focuses on the design, assembly, manufacturing, and sale of lithium iron phosphate (“LiFePO4”) batteries and supporting accessories for recreational vehicles (“RVs”), marine applications and home energy storage products with plans to expand into industrial applications. We sell to wholesalers, distributors, and OEMs, as well as directly to consumers, and cannot always determine which application our batteries are ultimately used in. F- 25 The accounting policies for this segment aligns with those outlined in the summary of significant accounting policies. The Chief Executive Officer is the Chief Operating Decision Maker (CODM) and assesses the performance of this segment and allocates resources based on net income or loss, which is reflected on the Statements of Operations, and the measure of segment assets is represented as total assets on the Balance Sheet, included in the Financial Statements section of this Annual Report. The CODM evaluates the net income or loss from our one reportable segment. Net income or loss is also utilized to monitor the difference between budgeted and actual results, offering insights into financial performance and guiding any necessary corrective actions. Additionally, the CODM employs net income or loss for competitive analysis by comparing its financial performance with other competitors in the Energy Storage (ES) space. The Company does not engage in any intra-entity sales or transfers. The Company has identified one reportable segment: Energy Storage (ES). This segment generates revenue in North America, and the Company manages its product sales and associated expenses on a total basis. 11. Income Taxes Our losses before income taxes for the years ended December 31, 2024 and 2023 were generated primarily from U.S. operations. We have no current or deferred provision for income taxes from continuing operations for the years ended December 31, 2024 and 2023. The significant differences between the U.S. Federal statutory rate and our effective rate for financial reporting purposes are as follows: Schedule of income before income tax, domestic and foreign Years Ended December 31, 2024 2023 Federal statutory tax rate ( 21.0 ) % ( 21.0 )% State taxes, net of federal tax benefit ( 5.1 ) ( 4.9 ) Change in valuation allowance 22.6 19.9 NQSO Comp – Other 2.1 2.2 EQ Comp – Other 0.0 0.0 True-up Adjustment 1.5 3.8 Effective tax rate — % — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows for the year ended December 31, 2024 and 2023. Deferred income tax assets and liabilities consist of the following: Schedule of components of income tax expense As of December 31, 2024 2023 Deferred tax assets: Net Operating Losses $ 6,274,519 $ 3,434,559 Stock-based compensation 170,064 153,692 Depreciation 138,334 61,547 Other 256,179 120,072 Subtotal 6,839,096 3,769,870 Valuation allowance ( 6,839,096 ) ( 3,769,870 ) Deferred tax liabilities: — — Net deferred tax asset $ — $ — F- 26 For financial reporting purposes, the Company incurred losses for the year ended December 31, 2024 and December 31, 2023 and for each period since inception. Accordingly, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2024, the Company had approximately $ 29,036,703 of federal and state net operating losses. Accrued income taxes as of the end of each year as follows: Schedule of accrued income taxes As of December 31, 2024 2023 Current: Federal $ — $ — State Franchise Fees 150 1,840 A reconciliation between the amount of income tax benefit determined by applying the U.S statutory income tax rate to pre-tax loss is as follows: Summary of operating loss carryforward As of December 31, 2024 2023 Income tax provision at federal statutory rate $ ( 2,839,422 ) $ ( 1,565,126 ) State taxes ( 689,421 ) ( 361,328 ) Stock-based compensation 278,572 163,170 Penalties and Fines — 22 Other 196,608 283,876 Valuation allowance 3,053,661 1,479,386 Net deferred tax asset $ — $ — Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The aggregate changes in the balance of gross unrecognized tax benefits, which excludes penalties and interest, for the year ended December 31, 2024 is zero. The Company is subject to taxation in the United States and Oregon. There are no ongoing examinations by taxing authorities at this time. The Company’s various tax years 2018 through 2024 remain open for examination by various taxing jurisdictions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2024, the Company has not accrued any penalties or interest related to uncertain tax positions. In anticipation of an initial public offering, the Company converted from a limited liability company to a C corporation, a taxable entity, effective November 1, 2021. For the year ended December 31, 2023, the Company accrued $ 1,840 for state minimum income taxes, and did not accrue federal income taxes due to net losses in 2023. For the year ended December 31, 2024 the Company adjusted the accrual to $ 150 for state income taxes, as we do not anticipate owing more than the minimum state income taxes for 2024. Since converting to a C corporation, the Company has incurred losses and consequently recorded no provision for state or federal income taxes for the years ended December 31, 2024 and 2023. The Company maintains a full valuation allowance on all deferred tax assets, as it has concluded that it is more likely than not that these assets will not be realized. As of December 31, 2024 and December 31, 2023, there were no material unrecognized tax benefits included in the accompanying balance sheets that would, if recognized, affect the effective tax rate. F- 27 12. 401(k) Plan The Company adopted a 401(k) Plan (“Plan”) for the benefit of its employees. Employees may contribute to the Plan within defined limits as defined by the Internal Revenue Service. Substantially all employees are eligible to participate. The Company has the option to make profit sharing contributions at its discretion. No profit-sharing contributions have been made. 13. Related-Party Transactions As of December 31, 2023, related party transactions consisted of the Notes (see Note 6, Stockholder Promissory Notes ). As of December 31, 2024, there were no outstanding related-party transactions, as all Stockholder Promissory Notes had been repaid. 14. Subsequent Events January 2025 Registered Direct Offering and Warrant Private Placement On January 3, 2025, the Company sold to certain institutional investors, in a registered direct offering, an aggregate of (i) 474,193 shares of common stock; and (ii) 574,193 pre-funded warrants (the “January 2025 Pre-Funded Warrants”) to purchase up to 574,193 shares of common stock (the “January 2025 Pre-Funded Warrant Shares”). The offering price per share was $2.48 and the offering price per January 2025 Pre-Funded Warrant was $2.479. Each January 2025 Pre-Funded Warrant was exercisable for one share of common stock for $0.001 immediately upon issuance and the January 2025 Pre-Funded Warrants were all exercised immediately upon issuance. The number of January 2025 Pre-Funded Warrant Shares are subject to adjustments for stock splits, recapitalizations, and reorganizations. The January 2025 Pre-Funded Warrants were exercised in full on January 3, 2025. In a concurrent private placement that closed January 3, 2025, the Company also issued to the institutional investors unregistered warrants (the “January 2025 Warrants”) to purchase up to an aggregate of 1,048,386 shares of common stock (the “January 2025 Warrant Shares”) at an exercise price of $ 2.36 per share, subject to adjustment for reverse stock splits, recapitalizations, and reorganizations. In connection with the private placement, the Company filed a registration statement on Form S-1 (File No. 333-284354), which was declared effective by the SEC on February 11, 2025, covering the resale of the January 2025 Warrant Shares. The Company received net proceeds of approximately $ 2.2 million from the offering and used approximately $ 500,000 of the net proceeds to satisfy a portion of certain amounts owed to our Series A Warrant holders pursuant to the terms of the outstanding Series A Warrants. F- 28