RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 12 – RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS In March 2025, the Board of Directors and management, upon the recommendation of the Audit Committee of the Board of Directors, concluded that certain accounting errors identified in the Company’s financial statements for interim periods ended March 31, 2024 and June 30, 2024, required restatement. As a result, the Company amended those unaudited condensed consolidated financial statements for the interim periods ended March 31, 2024, and June 30, 2024, within this Form 10-Q for the nine months ended September 30, 2024. The Company has not filed, and does not intend to file, amendments to the previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, but instead is restating its unaudited interim condensed consolidated financial statements in this Form 10-Q for the nine months ended September 30, 2024. The Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, “Materiality”, and SAB No. 108, “Considering the Effects of Prior Year Misstatements on Currently Issued Financial Statements”. Based on this evaluation, the Company determined that the effect of these corrections was material to the financial statements for the interim periods ended June 30, 2024 and September 30, 2024. Consequently, the Company restated these financial statements in accordance with Accounting Standards Codification 250, “Accounting Changes and Error Corrections.” The errors resulted from a material weakness in the proper technical analysis of debt/equity transactions. The restatements for the Company’s previously issued financial statements as of and for the quarterly periods ended March 31, 2024 and June 30, 2024, included the following: 1. During the three and nine months ended September 30, 2024, the Company amended certain Convertible Notes – Units Private Placement and Convertible Notes - OID, extending their original maturity dates in 2024 by one year from their respective original maturity dates (see Note7) ● A difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt. ● In the original filing, this difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt was incorrectly recorded as part of the convertible debt discount to be amortized over the remaining life of the notes. ● In the amendments to the previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 2. Additionally, following the recalculation of the carrying value of the notes after extinguishment, the fair market value of the warrants attached to the Convertible Notes – Units Private Placement and Convertible Notes - OID increased. This adjustment impacted the Company’s additional paid-in capital and contributed to the loss on extinguishment recognized in the period. The restatement had no impact on total net cash flows from operating, investing, or financing activities. SCHEDULE OF RESTATEMENT FINANCIAL STATEMENTS Consolidated Balance Sheet – as March 31, 2024 Originally Reported Restatement Adjustment As As of March 31, 2024 (Unaudited) Originally Reported Restatement Adjustment As LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Current portion of Convertible Notes - Units Private Placement $ 15,807,061 $ 409,974 $ 16,217,035 Current portion of Convertible Notes - OID $ 5,448,468 $ (607,569 ) $ 4,840,899 Total current liabilities $ 25,847,800 $ (197,595 ) $ 25,650,205 Total liabilities $ 32,402,707 $ (197,595 ) $ 32,205,112 Stockholders’ deficit: Additional paid-in capital $ 146,598,185 $ 3,560,213 $ 150,158,398 Accumulated deficit $ (157,562,641 ) $ (3,362,618 ) $ (160,925,259 ) Consolidated Statement of Operations and Comprehensive Loss - Three Months Ended March 31, 2024 Originally Reported Restatement Adjustment As Three months ended March 31, 2024 (Unaudited) Originally Reported Restatement Adjustment As Interest and accretion expenses $ (4,161,830 ) $ 1,427,891 $ (2,733,939 ) Loss on debt extinguishment $ (107,370 ) $ (598,089 ) $ (705,459 ) Total other income (expense) $ (4,854,200 ) $ 829,802 $ (4,024,398 ) Net loss $ (6,226,292 ) $ 829,802 $ (5,396,490 ) Loss per share – basic and diluted $ (0.05 ) $ 0.01 $ (0.04 ) Consolidated Statement of Stockholders’ Deficit – Three Months Ended March 31, 2024 Originally Reported Restatement Adjustment As Three month ended March 31, 2024 (Unaudited) Originally Reported Restatement Adjustment As Increase of fair value of warrants in debt extinguishment $ - $ (1,407,934 ) $ (1,407,934 ) Net loss $ (6,226,292 ) $ 829,802 $ (5,396,490 ) Total stockholders’ deficit $ (10,832,664 ) $ 197,595 $ (10,635,069 ) Consolidated Statement of Cash Flows – Three Months Ended March 31, 2024 Originally Reported Restatement Adjustment As Three months ended March 31, 2024 (Unaudited) Originally Reported Restatement Adjustment As Net loss $ (6,226,292 ) $ 829,802 $ (5,396,490 ) Interest and accretion on convertible notes and notes payable $ 4,161,830 $ (1,427,891 ) $ 2,733,939 Loss on debt extinguishment $ 107,370 $ 598,089 $ 705,459 Consolidated Balance Sheet – as June 30, 2024 Originally Reported Restatement Adjustment As As of June 30, 2024 (Unaudited) Originally Reported Restatement Adjustment As LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Current portion of Convertible Notes - Units Private Placement $ 17,022,717 $ (482,186 ) $ 16,540,531 Current portion of Convertible Notes - OID $ 990,636 $ 5,055,776 $ 6,046,412 Total current liabilities $ 23,551,638 $ 4,573,590 $ 28,125,228 Total liabilities $ 30,914,541 $ 4,573,590 $ 35,488,131 Stockholders’ deficit: Additional paid-in capital $ 152,123,457 $ 2,152,278 $ 154,275,735 Accumulated deficit $ (161,635,217 ) $ (6,725,868 ) $ (168,361,085 ) Consolidated Statement of Operations and Comprehensive Loss - Three Months Ended June 30, 2024 Originally Reported Restatement Adjustment As Three months ended June 30, 2024 (Unaudited) Originally Reported Restatement Adjustment As Interest and accretion expenses $ (2,938,416 ) $ 546,735 $ (2,391,681 ) Gain (loss) on debt extinguishment $ 667,200 $ (3,909,985 ) $ (3,242,785 ) Total other income (expense) $ (2,483,216 ) $ (3,363,250 ) $ (5,846,466 ) Net loss $ (4,072,576 ) $ (3,363,250 ) $ (7,435,826 ) Loss per share – basic and diluted $ (0.03 ) $ ( 0.03 ) $ (0.06 ) Consolidated Statement of Stockholders’ Deficit – Three Months Ended June 30, 2024 Originally Reported Restatement Adjustment As Three months ended June 30, 2024 (Unaudited) Originally Reported Restatement Adjustment As Increase of fair value of warrants in debt extinguishment $ - $ 4,075,749 $ 4,075,749 Modification of warrants $ 5,483,684 $ (5,483,684 ) - Net loss $ (4,072,576 ) $ (3,363,250 ) $ (7,435,826 ) Total stockholders’ deficit $ (9,379,968 ) $ (4,573,590 ) $ (13,953,558 ) Consolidated Statement of Operations and Comprehensive Loss - Six Months Ended June 30, 2024 Originally Reported Restatement Adjustment As Six months ended June 30, 2024 (Unaudited) Originally Reported Restatement Adjustment As Interest and accretion expenses $ (7,100,246 ) $ 1,974,626 $ (5,125,620 ) Gain on debt extinguishment $ 559,830 $ (4,508,074 ) $ (3,948,244 ) Total other income (expense) $ (7,337,416 ) $ (2,533,448 ) $ (9,870,864 ) Net loss $ (10,298,868 ) $ (2,533,448 ) $ (12,832,316 ) Loss per share – basic and diluted $ (0.08 ) $ ( 0.02 ) $ (0.10 ) Consolidated Statement of Stockholders’ Deficit – Six Months Ended June 30, 2024 Originally Reported Restatement Adjustment As Six months ended June 30, 2024 (Unaudited) Originally Reported Restatement Adjustment As Increase of fair value of warrants in debt extinguishment $ - $ 5,483,683 $ 5,483,683 Modification of warrants $ 5,483,684 $ (5,483,684 ) - Net loss $ (10,298,868 ) $ (2,533,448 ) $ (12,832,316 ) Total stockholders’ deficit $ (9,379,968 ) $ (4,573,590 ) $ (13,953,558 ) Consolidated Statement of Cash Flows – Six Months Ended June 30, 2024 Originally Reported Restatement Adjustment As Six months ended June 30, 2024 (Unaudited) Originally Reported Restatement Adjustment As Net loss $ (10,298,868 ) $ (2,533,448 ) $ (12,832,316 ) Interest and accretion on convertible notes and notes payable $ 7,100,246 $ (1,974,626 ) $ 5,125,620 Gain (loss) on debt extinguishment $ (559,830 ) $ 4,508,074 $ 3,948,244 |