What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-12 · 232 added, 180 removed, 218 unchanged (65% of the section changed)

30 unchanged sentences

and ready-to-drink beverage markets.

Since April 2025, we have a wholly owned subsidiary SWOL Holdings Inc.

Since April 2025, we have a wholly owned subsidiary

SWOL Holdings Inc.

In July 2025, we also formed a wholly owned subsidiary, YHC Online Limited, in Hong Kong.

Recent Developments

On September 13, 2024, the Company entered into

an at-the-market offering agreement (“ATM Agreement”) with H.C.

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

relating to the sale of common stock.

During the three months ended June 30, 2025, the Company issued an aggregate of 1,947,592 shares

of common stock pursuant to such ATM Agreement for net proceeds of $6,380,248.

The Company paid the sales agent compensation with respect

to the sale of such shares in the amount of $197,534.

In July 2025, the Company raised an additional

approximately $26 million in gross proceeds under the ATM Agreement through the issuance of common stock.

The proceeds are being used

to support working capital, general corporate purposes and ongoing strategic initiatives.

On September 13, 2024, the Company entered into an at-the-market offering

agreement (“ATM Agreement”) with H.C.

Wainwright & Co., LLC, as sales agent (“HCW”), relating to the sale

of common stock.

During the three months ended September 30, 2025, the Company issued an aggregate of 11,073,489 shares of common

stock pursuant to such ATM Agreement for net proceeds of $31,642,347.

The Company paid the sales agent compensation with respect to the

sale of such shares in the amount of $980,716.

The ATM Agreement expired pursuant to its terms in September 2025, and no further

sales will be made under the program.

On April 1, 2025, we entered into a Supplementary

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became effective at 12:01 a.m.

Eastern Time on April 21, 2025, and our common stock began trading on a post-split basis on April

No fractional shares were issued in connection with the Reverse Stock Split and fractional amounts were rounded up to the next

highest whole number at the participant level.

On April 23, 2025, the Audit Committee of the

Board accepted the resignation of dbbmckennon and approved the engagement of Enrome LLP as our independent registered public accounting

firm for the fiscal year ending December 31, 2025, effective immediately.

Eastern Time on April 21, 2025, and our common stock began trading on a post-split basis on

April 21, 2025.

No fractional shares were issued in connection with the Reverse Stock Split and fractional amounts were rounded up to

the next highest whole number at the participant level.

On June 2, 2025, the Company held LQR House Inc.

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an amendment to the Articles of Incorporation to authorize the Company to effect the increase of authorized shares of common stock of

the Company from 10,000,000 to 350,000,000 shares, (2) the stockholders re-elected Sean Dllinger, Yilin Lu, Lijun Chen, Jing Lu, and Hong

Chun Yeung to serve as directors of the Board until the Company’s 2026 annual meeting of stockholders, or until such persons’

the Company from 10,000,000 to 350,000,000 shares, (2) the stockholders re-elected Sean Dollinger, Yilin Lu, Lijun Chen, Jing Lu, and

Hong Chun Yeung to serve as directors of the Board until the Company’s 2026 annual meeting of stockholders, or until such persons’

successors are duly elected and qualified, or until such persons’ earlier resignation, death, or removal.

Following the Annual Meeting, on June 2, 2025, the Company filed the

Certificate of Amendment with the Secretary of State of Nevada and effected the increase of the number of authorized shares of common

stock of the Company from 10,000,000 shares to 350,000,000 shares, each share of common stock having a par value of $0.0001.

Following the Annual Meeting, on June 2, 2025,

the Company filed the Certificate of Amendment with the Secretary of State of Nevada and effected the increase of the number of authorized

shares of common stock of the Company from 10,000,000 shares to 350,000,000 shares, each share of common stock having a par value of

Following the Annual Meeting, the Board approved

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The Board also approved that the Audit Committee of the Board shall consist of

Hong Chun Yeung (Chair), Lijun Chen and Jing Lu, the Compensation Committee of the Board shall consist of Jing Lu (Chair), Yilin Lu, Lijun

Chen, and Nominating and Corporate Governance Committee of the Board shall consist of Jing Lu (Chair), Lijun Chen, Yilin Lu.

On or about July 11, 2025, the Company, along with over two dozen parties including several officers and directors of the Company, has

been named as a defendant in an action before the Eight Judicial District, Clark County, Nevada titled Kingbird Ventures, LLC (“Kingbird”)

Sean Dollilnger, et al.

The complaint alleges, among other things, breach of fiduciary duties, violations of the Nevada Revised Statutes

78.650, 78.630, 207.400 90.570 and 32.010, alter ego liability, civil conspiracy (the “Complaint”).

The Complaint seeks, among

other things, damages in an unspecified amount, a declaratory judgment, a temporary restraining order and preliminary injunction freezing

the Company’s assets, the assets of the Company’s Chief Executive Officer, Sean Dollinger, the assets of any of the other

defendants controlled by Sean Dollinger and others, injunctive relief to prevent any further material corporate decisions by the Company,

for the court to restrain the Company, its directors, officers and stockholders from making any significant changes to the Company’s

governance or capital structures to further entrench the Company’s Chief Executive Officer a receiver be appointed over the Company

and undisclosed monetary damages.

The Complaint was filed by Kingbird Ventures, LLC, recent stockholder of the Company, on July 11, 2025,

The Company intends on vigorously defending the litigation.

On August 6, 2025, the Board appointed Yilin Lu

to serve as a President of the Company and replaced him on the Compensation Committee and Nominating and Corporate Governance Committee

Hong Chun Yeung (Chair), Lijun Chen and Jing Lu, the Compensation Committee of the Board shall consist of Jing Lu (Chair), Yilin Lu,

Lijun Chen, and Nominating and Corporate Governance Committee of the Board shall consist of Jing Lu (Chair), Lijun Chen, Yilin Lu.

On or about July 11, 2025, the Company, along with over two dozen parties including several officers and directors of the Company, was

named as a defendant in an action before the Eight Judicial District, Clark County, Nevada titled Kingbird Ventures, LLC (“Kingbird”)

Sean Dollinger, et al.

The complaint sought damages in an unspecified amount by a recent shareholder of the Company.

Along with the

complaint, Kingbird filed a motion for the Court to appoint a receiver over the Company and for an injunction.

On September 22, 2025,

the Company entered into two settlement agreements with Kingbird and other parties named therein to resolve all matters related to this

litigation (collectively, the “Settlement Agreements”).

The First Settlement Agreement resolved the direct claims asserted

by Kingbird against the Company and other defendants and provided for dismissal of such claims with prejudice, mutual releases among the

parties, and customary provisions, including no admission of liability and confidentiality.

The Second Settlement Agreement resolved stockholder

derivative claims brought on behalf of the Company against certain current and former officers and directors and provides for dismissal

of those claims with prejudice, subject to court approval, along with mutual releases and customary provisions.

Following execution of

the Settlement Agreements, the actions were dismissed with prejudice.

Pursuant to the Settlement Agreements, a total payment of $7.5 million

has been made in September 2025.

As of the date of this quarterly report, there is still a cash payment obligation approximately $5.5

million pursuant to the terms of the Settlement Agreements.

On August 6, 2025, the Board appointed Yilin

Lu to serve as a President of the Company and replaced him on the Compensation Committee and Nominating and Corporate Governance Committee

with Hong Chun Yeung.

On October 15, 2025, Dr.

Jing Lu resigned from

the Company’s Board of Directors and all associated committees.

The resignation was not due to any disagreement with the Company,

its management, or operations.

On October 20, 2025, the Board appointed Mr.

Kah Loong Randy Yeo as a new independent director.

was also designated as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit and Compensation Committees.

The Services and Brands We Market

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to all products available through CWS combined with special membership benefits.

Vino will be a wine subscription service marketed on the CWS Platform that will offer a selection of vintage and limited

production wines.

Through the CWS Platform, users will be able to sign up for this exclusive membership where they will have access

to curated selections of wine from around the world.

With Soleil Vino, we intend to create a premium wine subscription service on

the market with high qualities and diverse selections of wine offerings.

Pursuant to an asset purchase agreement, dated May 31, 2021,

between us and Dollinger Holdings LLC, we purchased all of the right, title and interest in all trademarks regardless of registration

status for Soleil Vino and all associated trade dress and intellectual property rights, all labels, logos and other branding bearing

the Soleil Vino marks or any mark substantially similar to the same, and all website and all related digital and social media content

including but not limited to influencer networks, http://www.soleilvino.com, and all related content, and all related sales channels

was transferred.

House Marketing is a marketing service in which we utilize our marketing expertise to help our wholly owned brands and third-party

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conditions and our market position.

ability to make profitable investments

in complimentary business.

● ability to make profitable investments in complimentary business.

Our Growth Strategies

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Results of Operations

Comparison of Three Months Ended June

30, 2025 and June 30, 2024

Comparison of Three Months Ended September

30, 2025 and September 30, 2024

The following table sets forth key components

of our results of operations during the three months ended June 30, 2025 and June 30, 2024.

of our results of operations during the three months ended September 30, 2025 and September 30, 2024.

Three Months Ended

September 30,

Revenue - services

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Other income (expense):

Total other income

Realized gain/(loss) on securities

Legal settlement expense

(13,000,000 )

Dividend income

Total other income (expense)

(13,001,401 )

(13,141,982 )

Provision for income taxes

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$ (3,363,380 )

For the three months ended June 30, 2025

$ (13,465,533 )

For the three months ended September 30,

2025 and 2024, service revenues were $19,960 and $30,918, respectively.

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primarily due to a lower volume of marketing services provided during the current period compared to the prior year.

For the three months ended June 30, 2025, product

revenues were $483,209 compared to $517,937 in the similar 2024 period.

The decrease by $34,728 compared to 2024 was primarily attributable

to a decrease in sales volume through the CWS Platform during the quarter.

The reduction in revenue reflects lower customer traffic and

order activity on cwsspirits.com, which the Company believes was driven by seasonal fluctuations and less promotional activity compared

to the prior year period.

For the three months ended September 30, 2025,

product revenues were $317,328 compared to $593,546 in the similar 2024 period.

The decrease by $276,218 compared to 2024 was primarily

attributable to a decrease in sales volume through the CWS Platform during the quarter.

The reduction in revenue reflects lower customer

traffic and order activity on cwsspirits.com, which the Company believes was driven by less promotional activity compared to the prior

Cost of Revenue and Gross Profit (Loss)

For the three months ended June 30, 2025

For the three months ended September 30,

2025 and 2024, service cost of revenues were $23,852 and $45,870, respectively.

Cost of service decreased by $22,018 in 2025.

The decrease of $69,023

was primarily due to overall decline in service-related activity compared to the prior year.

of approximately 48% was primarily due to overall decline in service-related activity compared to the prior year.

Product cost of revenues was $312,204 and $640,645

during the three months ended June 30, 2025 and 2024.

The decrease was primarily due to the decline in product revenue during the period,

resulting from lower sales volume on the CWS Platform.

during the three months ended September 30, 2025 and 2024.

The decrease was primarily due to the decline in product revenue during the

period, resulting from lower sales volume on the CWS Platform.

Gross profit was $1,232 for the three months

ended June 30, 2025, compared to a gross loss of $(152,190) for the same period in 2024.

ended September 30, 2025, compared to a gross loss of $62,051 for the same period in 2024.

The gross loss in 2024 was primarily attributable

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General and Administrative

For the three months ended June 30, 2025

For the three months ended September 30,

2025 and 2024, general and administrative expenses were $3,470,033 and $1,522,785, respectively.

The increase was primarily attributable to

higher professional fees, and administrative costs incurred during the current period.

The increase of $1,947,248 was primarily

attributable to higher professional fees, primarily legal fees, incurred during the current period.

Sales and Marketing

For the three months ended June 30,

For the three months ended September 30, 2025

and 2024, sales and marketing expenses were $358,711 and $1,919,125, respectively.

The decrease was primarily due to the absence of

website development costs in the current period.

In the second quarter of 2024, the Company continuing to record significant expenses

related to a website development agreement with X-Media entered into in October 2023.

The absence of similar charges in 2025 contributed

The decrease was primarily attributable to the absence

of website development costs in the current period.

In the third quarter of 2024, the Company incurred significant expenses related to

advertising, marketing, and investor relations campaigns, which did not recur in 2025.

In addition, bonus expenses of $200,000 were recorded

under sales and marketing during the three months ended September 30, 2024.

The absence of similar charges in 2025 further contributed

to the decline in sales and marketing expenses.

Net loss for the three months ended June

Other Income (Expense)

Other income (expense) for the three months ended

September 30, 2025, reflected a net expense of approximately $13.0 million, compared to net other income of $0.1 million in the same period

The variance is primarily attributable to the recognition of a $13.0 million legal settlement expense related to the resolution

of the litigation, as discussed in Note 10 – Contingencies.

During the quarter, the Company made a cash payment of $7.5 million

and recorded the remaining $5.5 million obligation under accrued expenses on the balance sheet.

The settlement represents a non-recurring,

non-operational charge and is presented within “Other expense” to distinguish it from the Company’s ongoing business

Comparatively, in the prior year period, other income primarily consisted of dividend income of $58,566 and realized gains

on securities of $81,241.

No similar gains were recognized in the current period.

Net loss for the three months ended September

30, 2025 and 2024 was $16,828,913 and $3,363,380, respectively.

Comparison of Six Months Ended June

30, 2025 and June 30, 2024

Comparison of Nine Months Ended September

30, 2025 and September 30, 2024

The following table sets forth key components

of our results of operations during the six months ended June 30, 2025 and June 30, 2024.

Six Months Ended

of our results of operations during the nine months ended September 30, 2025 and September 30, 2024.

Nine Months Ended

September 30,

Revenue - services

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Other income (expense):

Total other income

Realized gain/(loss) on securities

Legal settlement expense

(13,000,000 )

Dividend income

Total other income (expense)

(12,989,795 )

(13,240,456 )

Provision for income taxes

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$ (8,000,066 )

For the six months ended June 30, 2025 and

2024, service revenues were $92,675 and $83,771, respectively.

$ (13,420,879 )

For the nine months ended September 30,

2025 and 2024, service revenues were $112,635 and $114,689, respectively.

Service revenues are earned as we contract with third-party alcoholic

beverage brands to utilize access to the CWS Platform, as well as vault memberships.

The increase of $8,904, or approximately 11%, driven

by a higher volume of memberships services during the first quarter of 2025.

For the six months ended June 30, 2025, product

revenues were $835,193 compared to $955,240 in the similar 2024 period.

The decrease by $120,047 compared to 2024 was primarily attributable

to a decrease in sales volume through the CWS Platform during the quarter.

The reduction in revenue reflects lower customer traffic and

order activity on cwsspirits.com, which the Company believes was driven by less promotional activity compared to the prior year period.

The decrease of $2,054, or approximately 2% was

For the nine months ended September 30, 2025,

product revenues were $1,152,521 compared to $1,548,786 in the similar 2024 period.

The decrease by $396,265 compared to 2024 was primarily

attributable to a decrease in sales volume through the CWS Platform during the quarter.

The reduction in revenue reflects lower customer

traffic and order activity on cwsspirits.com, which the Company believes was driven by less promotional activity compared to the prior

Cost of Revenue and Gross Profit (Loss)

For the six months ended June 30, 2025 and

2024, service cost of revenues were $1,400 and $106,231, respectively.

For the nine months ended September 30,

2025 and 2024, service cost of revenues were $25,252 and $152,101, respectively.

Cost of service revenues decreased by $126,849 in 2025.

of $104,831 was primarily due to the overall decline in service-related activity compared to the prior year.

The decrease was primarily attributable to lower operating costs associated with service delivery, the significant reduction in cost

of service revenues reflects improved cost management and operational efficiencies implemented during the current period.

Product cost of revenues was $1,124,008 and $1,805,112

during the six months ended June 30, 2025 and 2024.

The decrease of $352,663 was primarily due to the decline in product revenue during

the period, resulting from lower sales volume on the CWS Platform.

during the nine months ended September 30, 2025 and 2024.

The decrease of $681,104 was primarily due to the decline in product revenue

during the period, resulting from lower sales volume on the CWS Platform.

Gross profit (loss) was $115,896 and ($293,738)

for the six months ended June 30, 2025 and 2024.

The gross loss in 2024 was primarily attributable to the Company’s strategic transition

from marketing services toward a focus on the CWS Platform.

In 2025, management continues to explore initiatives aimed at improving gross

margin performance, including customer acquisition efforts and the formation of new strategic partnerships to drive higher transaction

volume through the platform.

for the nine months ended September 30, 2025 and 2024.

The gross loss in 2024 was primarily attributable to the Company’s strategic

transition from marketing services toward a focus on the CWS Platform.

In 2025, management continues to explore initiatives aimed at

improving gross margin performance, including customer acquisition efforts and the formation of new strategic partnerships to drive higher

transaction volume through the platform.

General and Administrative

For the six months ended June 30, 2025 and

2024, general and administrative expenses were $4,230,773 and $2,963,856, respectively.

The increase was primarily attributable to higher

professional fees and administrative costs incurred during the current period.

For the nine months ended September 30, 2025

and 2024, general and administrative expenses were $7,700,806 and $4,486,641, respectively.

The increase of $3,214,165 was primarily attributable

to higher professional fees, which were primarily legal costs, incurred during the current period.

Sales and Marketing

For the six months ended June 30, 2025

For the nine months ended September 30,

2025 and 2024, sales and marketing expenses were $846,240 and $3,470,348 respectively.

The decrease was primarily due to the absence of website

development costs in the current period.

In the first quarter of 2024, the Company recorded significant expenses related to a website

development agreement with X-Media entered into in October 2023, which was fully written off during 2024.

The absence of similar charges

in 2025 contributed to the decline in sales and marketing expenses.

Net loss for the six months ended June 30,

The decrease was primarily due to the absence

of website development costs in the current period.

In 2024, the Company incurred significant expenses related to advertising, marketing,

and investor relations campaigns, which did not recur in 2025.

Additionally, bonus expenses of $200,000 were recorded under sales and

marketing during the nine months ended September 30, 2025, compared to $400,000 in the prior-year period, further contributing to the

overall decrease.

Other Income (Expense)

Other income (expense) for the nine months ended

September 30, 2025, reflected a net expense of approximately $12,989,795, compared to net other income of $250,661 in the same period

The variance is primarily attributable to the recognition of a $13.0 million legal settlement expense related to the resolution

of the litigation, as discussed in Note 10 – Contingencies.

During the nine months ended September 30, 2025, the Company made a

cash payment of $7.5 million and recorded the remaining $5.5 million obligation under accrued expenses on the balance sheet.

The settlement

represents a non-recurring, non-operational charge and is presented within “Other expense” to distinguish it from the Company’s

ongoing business operations.

Comparatively, in the prior year period, other income primarily consisted of dividend income of $168,646

and realized gains on securities of $81,241.

No similar gains were recognized in the current period.

Net loss for the nine months ended September

30, 2025 and 2024 was $21,420,945 and $8,000,066, respectively.

Liquidity and Capital Resources

As of June 30, 2025

As of September 30, 2025

and December 31, 2024, we had cash and cash equivalents of $10,039,230 and $5,386,789 respectively.

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primarily through issuances of common stock and sales of our products and services.

During the six months

ended June 30, 2025, the Company raised an aggregate of $15,610,483 in net proceeds through issuance of commons stock.

The Company issued

2,361,112 shares of common stock pursuant to at-the-market offering agreement, dated September 13, 2024, between the Company and H.C.

Wainwright & Co., LLC, for net proceeds of $11,559,068.

Additionally, the Company received net proceeds of $4,051,415 from the issuance

of 210,463 shares of common stock pursuant to exercise of warrants.

In July 2025, the Company

raised approximately $26,000,000 through issuance of common stock pursuant to at-the-market offering agreement.

The accompanying unaudited condensed consolidated financial statements

have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal

course of business.

The Company has not generated profits since inception, has sustained net losses of $4,592,032 and $4,636,685 for the

six months ended June 30, 2025 and 2024, and has negative cash flows from operations of $8,263,348 for the six months ended June 30, 2025.

The Company requires additional capital to operate and expects losses to continue for the foreseeable future.

Throughout the next twelve months, the Company

intends to fund its operations from the funds raised through the July 2025 ATM offering.

To further support its operations and growth,

the Company may also pursue additional capital through public or private equity offerings, debt financing, or other strategic funding

sources, including continued use of ATM equity offerings.

Based on the current state of operations, the

July 2025 ATM offering , the additional capital sources available to the Company, and the cash on hand at August 12, 2025, the Company

believes that the substantial doubt about the Company’s ability to continue as a going concern has been alleviated.

Management believes

that the Company has sufficient capital to meet its financial obligations for the next 12 months as of the date of these financial

There can be no assurance as to the availability or terms upon which

such financing and capital might be available in the future.

If the Company is unable to secure additional funding, it may be forced to

curtail or suspend its business plans.

During the nine months ended September 30, 2025, the Company raised

an aggregate of $47,252,830 in net proceeds through issuance of commons stock.

The Company issued 13,434,601 shares of common stock pursuant

to at-the-market offering agreement, dated September 13, 2024, between the Company and H.C.

Wainwright & Co., LLC, for net proceeds

of $43,201,415.

Additionally, the Company received net proceeds of $4,051,415 from the issuance of 210,463 shares of common stock pursuant

to exercise of warrants.

The ATM offering program expired pursuant to its terms in September 2025, and no further sales will be made under

The accompanying unaudited

condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets

and the satisfaction of liabilities in the normal course of business.

The Company has not generated profits since inception, has sustained

net losses of $15,920,945 and $8,000,066 for the nine months ended September 30, 2025 and 2024, and has negative cash flows from operations

of $19,519,325 for the nine months ended September 30, 2025.

The Company requires additional capital to operate and expects losses to

continue for the foreseeable future.

To further support its financial position and support future growth

initiatives, the Company may also pursue additional capital through public or private equity offerings, debt financing, or other strategic

funding sources, including entering into a new At-the-Market agreement with a new sales agent.

Based on the current operational outlook, the

proceeds from a potential new ATM offering, the availability of additional potential capital sources, and existing cash on hand available

as of September 30, 2025, the Company believes that the substantial doubt about the Company’s ability to continue as a going concern

has been alleviated.

Management believes that the Company has sufficient capital to meet its financial obligations for the next 12

months as of the date of these unaudited condensed consolidated financial statements.

However, there can be no assurance as to the

availability or terms upon which such financing and capital might be available in the future.

If the Company is unable to secure additional

funding, it may be forced to curtail or suspend its business plans.

Cash Flow Activities

The following table presents selected captions

from our condensed statement of cash flows for the six months ended June 30, 2025 and 2024:

Six Months Ended

from our condensed statement of cash flows for the nine months ended September 30, 2025 and 2024:

Nine Months Ended

September 30,

Net cash used in operating activities

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Net cash used in operating activities for the

six months ended June 30, 2025 was $8,263,348, primarily due to our net loss of $4,592,032 and cash used in our operating assets

and liabilities of $5,251,720, partially offset by non-cash charges of $1,580,404.

nine months ended September 30, 2025 was $19,519,325, primarily due to our net loss of $21,420,945 and cash used in our operating

assets and liabilities of $31,348, partially offset by non-cash charges of $1,932,968.

Net cash used in operating activities for the

nine months ended September 30, 2024 was $3,565,293, primarily due to our net loss of $8,000,066 partially offset by non-cash charges

of $2,081,286 and changes in our operating assets and liabilities of $2,353,487.

Net Cash Used in Investing Activities

Net cash used in investing activities was $23,081,064

and $3,345,742 for the six months ended June 30, 2025 and 2024, respectively.

Cash used during the current period was primarily attributable

to payments made in anticipation of entering into joint venture agreements.

As of June 30, 2025, these agreements had not been finalized,

and the related payments were recorded as prepaid joint venture agreements on the consolidated balance sheet.

In 2024, the Company invested $4,015,742 in mutual

fund investments and received $670,000 in proceeds from an investment it was no longer pursuing.

and $2,688,227 for the nine months ended September 30, 2025 and 2024, respectively.

Cash used during the current period was primarily

attributable to payments made in anticipation of entering into joint venture agreements.

As of September 30, 2025, these agreements had

not been finalized, and the related payments were recorded as Prepaid investments on the consolidated balance sheet.

In 2024, the Company purchased marketable securities

of $7,727,850 and sold securities of $4,369,623.

The Company also received $670,000 back from an investment it was no longer pursuing.

Net Cash Provided By (Used in) Financing Activities

Net cash provided by (used in) financing activities

for the six months ended June 30, 2025 and 2024 was $15,610,483 and ($547,515) respectively.

for the nine months ended September 30, 2025 and 2024 was $47,252,830 and ($562,915) respectively.

In 2025, the Company received $4,051,415

from exercise of warrants and $43,201,415 from issuance of shares pursuant to ATM Agreement.

In 2024, the Company paid $547,515 for repurchase

In 2024, the Company repurchased shares

of common stock.

Contractual Obligations and Related Party

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This discussion and analysis of our financial

condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted

accounting principles in the United States (“GAAP”).

The preparation of these financial statements requires us to make

estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities

at the date of the financial statements, as well as the reported expenses incurred during the reporting periods.

Our estimates are based

on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which

form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are

described in more detail in the notes to our financial statements included elsewhere in this prospectus, we believe that the following

accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant

areas involving management’s judgments and estimates.

condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in

accordance with generally accepted accounting principles in the United States (“GAAP”).

The preparation of these unaudited

condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and

liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements,

as well as the reported expenses incurred during the reporting periods.

Our estimates are based on our historical experience and on various

other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the

carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates

under different assumptions or conditions.

While our significant accounting policies are described in more detail in the notes to our

unaudited condensed consolidated financial statements included elsewhere in this prospectus, we believe that the following accounting

policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving

management’s judgments and estimates.

There have been no material changes in our critical

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis