RESTATEMENTS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 4 RESTATEMENTS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Prior Period Restatements On March 11, 2022, the Audit Committee of the Company’s Board of Directors and the Company’s management concluded that the previously issued audited financial statements for the years ended December 31, 2019 and 2020, included in the Company’s Registration Statement on Form S-1 (File No. 333-251959), and the Company’s previously issued interim financial statements included in the Company’s Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2021 and June 30, 2021 (collectively, the “Prior Period Financial Statements”), should no longer be relied upon as a result of the accounting errors described below and should be restated. Similarly, any previously furnished or filed reports, press releases, earnings releases, investor presentations or other communications describing the Prior Period Financial Statements and related financial information should not be relied upon. In connection with the Company’s evaluation of the issues and findings identified in the Company’s previously disclosed internal independent investigation (the “Investigation”), the Company reviewed the Prior Period Financial Statements and identified the following accounting errors: The Company incorrectly capitalized certain general and administrative expenses incurred during the years ended December 31, 2018, 2019, and 2020, and incorrectly included those costs in intangible assets in its balance sheets as of December 31, 2019 and 2020, March 31, 2021, and June 30, 2021. (a) The Company overstated the carrying value of tablets by incorrectly reporting them at cost with no allowance for depreciation, resulting in an overstatement of other assets (complimentary devices), net, in its balance sheets as of December 31, 2019 and 2020, March 31, 2021, and June 30, 2021. (b) The Company overstated total assets and total liabilities as of December 31, 2020, by incorrectly recording a note receivable (related parties) and a liability included in current portion of long-term debt (related parties). This note receivable represents a bridge loan provided to the Company by certain related parties that was executed in December 2020 but not fully funded until April 2021. (c) The Company did not recognize and report on its balance sheets as of December 31, 2019 and 2020, March 31, 2021, and June 30, 2021, an office lease in accordance with FASB Accounting Standards Update No. 2018-11, Leases (Topic 842). The accompanying financial statements have been restated to correct the accounting errors and conform to current period presentation. Impact of the Restatements The impact of the restatement on the consolidated balance sheet as of June 30, 2021 is presented below: As of June 30, 2021 As Previously Restatement Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 19,693,653 $ — $ 19,693,653 Prepaid expenses and other 2,415,361 — 2,415,361 Total current assets 22,109,014 — 22,109,014 Property and equipment, net 150,519 — 150,519 Intangible assets, net 3,945,070 (3,144,811) 800,259 Other assets (complimentary devices), net 1,039,625 (1,039,625) — Operating lease right-of-use asset, net — 121,924 121,924 Other assets 55,350 — 55,350 Total assets $ 27,299,578 $ (4,062,512) $ 23,237,065 Liabilities and Stockholders' Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ 982,230 $ 1 $ 982,231 Lease liability — 124,935 124,935 Total current liabilities 982,230 124,936 1,107,166 Total liabilities 982,230 124,936 1,107,166 Stockholders' Equity (Deficit) Common stock, $0.0001 par value, 80,000,000 shares authorized, 16,052,833 shares issued and outstanding 1,604 2 1,606 Additional paid-in capital 37,679,500 (525,795) 37,153,705 Accumulated deficit (11,363,756) (3,661,656) (15,025,412) Total stockholders' equity (deficit) 26,317,348 (4,187,449) 22,129,899 Total liabilities and stockholders' equity (deficit) $ 27,299,578 $ (4,062,513) $ 23,237,065 The impact of the restatement on the consolidated balance sheet as of December 31, 2020 is presented below: As of December 31, 2020 As Previously Restatement Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 8,335 $ — $ 8,335 Note receivable (related parties) 1,830,000 (1,830,000) — Prepaid expenses and other 793 — 793 Total current assets 1,839,128 (1,830,000) 9,128 Property and equipment, net 117,474 388,820 506,294 Intangible assets, net 4,384,188 (3,495,917) 888,271 Other assets (complimentary devices), net 1,104,000 (1,104,000) — Operating lease right-of-use asset, net — 149,032 149,032 Other assets 7,940 — 7,940 Total assets $ 7,452,730 $ (5,892,064) $ 1,560,666 Liabilities Current liabilities: Accounts payable $ 516,705 $ 484,171 $ 1,000,876 Debt payable, related parties 5,558,808 (1,830,000) 3,728,808 Derivative liability 229,712 (229,712) — Lease liability — 152,646 152,646 Interest payable, related parties 116,600 — 116,600 Total current liabilities 6,421,825 (1,422,895) 4,998,930 Total liabilities 6,421,825 (1,422,895) 4,998,930 Stockholders’ Equity (deficit) Series Seed convertible preferred stock, $0.0001 par value, 2,500,000 shares authorized, issued , and outstanding 2,500,000 — 2,500,000 Common stock, $0.0001 par value, 15,000,000 shares authorized, 4,441,582 shares issued and outstanding 444 — 444 Additional paid-in capital 2,024,871 51,279 2,076,150 Accumulated deficit (3,494,410) (4,520,448) (8,014,858) Total stockholders’ equity (deficit) 1,030,905 (4,469,169) (3,438,264) Total liabilities and stockholders’ equity (deficit) $ 7,452,730 $ (5,892,064) $ 1,560,666 The impact of the restatements on the consolidated statement of operations for the quarter ended June 30, 2021 is presented below: For the Three Months Ended June 30, 2021 As Previously Restatement Reported Adjustments As Restated Revenues $ 936 $ — $ 936 Cost of sales, net 161,377 (161,377) — Gross margin (160,441) 160,441 — Operating expenses Compensation and benefits — 1,197,742 1,197,742 Other general and administrative 4,255,404 (1,944,113) 2,311,291 Depreciation and amortization 229,317 18,856 248,173 Total operating expenses 4,484,721 (727,515) 3,757,205 Operating loss — (3,756,269) (3,756,269) Other income (expense) Other income 14,478 1,856 16,334 Interest expense (61,787) (499,999) (561,786) Total other income (expense) (47,309) (498,144) (545,453) Net loss before provision for income taxes (4,692,471) 389,812 (4,301,722) Provision for income taxes — — — Net loss $ (4,692,471) $ 389,812 $ (4,301,722) Loss per share, basic and diluted $ (0.44) $ 0.02 $ (0.42) Weighted average shares outstanding, basic and diluted 10,701,717 (457,109) 10,244,608 Weighted average common shares, diluted The impact of the restatements on the consolidated statement of operations for the quarter ended June 30, 2020 is presented below: For the Three Months Ended June 30, 2020 As Previously Restatement Reported Adjustments As Restated Revenues $ — $ — $ — Cost of sales, net — — — Gross margin — — — Operating expenses Compensation and benefits — 202,936 202,936 Other general and administrative — 271,384 271,384 Depreciation and amortization 5,859 193,932 199,791 Total operating expenses 5,859 668,252 674,111 Operating loss — (674,111) (674,111) Other income (expense) Other income — 53,745 53,745 Interest expense (17,913) (52,124) (70,037) Total other income (expense) (17,913) 1,622 (16,291) Net loss before provision for income taxes (23,772) (666,630) (690,402) Provision for income taxes — — — Net loss $ (23,772) $ (666,630) $ (690,402) Loss per share, basic and diluted $ (0.01) $ (0.21) (0.22) Weighted average shares outstanding, basic and diluted 3,150,000 750 3,150,750 The impact of the restatements on the consolidated statement of operations for the six-month period ended June 30, 2021 is presented below: For the Six Months Ended June 30, 2021 As Previously Restatement Reported Adjustments As Restated Revenues $ 18,386 $ — $ 18,386 Cost of sales, net 265,883 (265,883) — Gross margin (247,497) 247,497 — Operating expenses Compensation and benefits — 2,080,953 2,080,953 Other general and administrative 7,025,819 (3,462,669) 3,563,150 Depreciation and amortization 457,773 37,715 495,488 Total operating expenses 7,483,592 (1,344,001) 6,139,590 Operating loss — (6,121,204) (6,121,204) Other income (expense) Other income 30,443 (1,092) 29,351 Interest expense (168,700) (750,000) (918,700) Total other income (expense) (138,257) (751,092) (889,349) Net loss before provision for income taxes (7,869,346) 840,406 (7,010,553) Provision for income taxes — — — Net loss $ (7,869,346) $ 840,406 $ (7,010,553) Loss per share, basic and diluted $ (1.00) $ 0.04 (0.95) Weighted average shares outstanding, basic and diluted 7,906,647 (554,802) 7,351,845 The impact of the restatements on the consolidated statement of operations for the six-month period ended June 30, 2020 is presented below: For the Six Months Ended June 30, 2020 As Previously Restatement Reported Adjustments As Restated Revenues $ — $ — $ — Cost of sales, net — — — Gross margin — — — Operating expenses Compensation and benefits — 372,705 372,705 Other general and administrative — 701,973 701,973 Depreciation and amortization 11,512 197,843 209,355 Total operating expenses 11,512 1,272,521 1,284,032 Operating loss — (1,284,032) (1,284,032) Other income (expense) Other income 60,853 3,251 64,104 Interest expense (35,416) (51,013) (86,429) Total other income (expense) 25,437 (47,762) (22,325) Net loss before provision for income taxes 13,925 (1,320,283) (1,306,357) Provision for income taxes — — — Net loss $ 13,925 $ (1,320,283) $ (1,306,357) Loss per share, basic and diluted $ 0.00 $ (0.42) (0.41) Weighted average shares outstanding, basic and diluted 3,150,000 404 3,150,404 The impact of the restatements on the consolidated statement of cash flows for the six-month period ended June 30, 2021 is presented below: For the Six Months Ended June 30, 2021 As Previously Restatement Reported Adjustments As Restated Operating activities Net loss $ (7,869,346) $ 858,793 $ (7,010,553) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 457,773 37,715 495,488 Shares issued with debt — 750,000 750,000 Share based compensation 1,663,908 (1,531,966) 131,942 Share based payments for services — 476,180 476,180 Amortization of operating lease right-of-use asset — 27,109 27,109 Changes in assets and liabilities: Other assets (complimentary devices) 64,375 (64,375) — Prepaid expenses and other assets (2,414,568) — (2,414,568) Other assets — (47,410) (47,410) Accounts payable 465,526 (484,171) (18,645) Lease liability — (27,711) (27,711) Interest payable, related parties (116,600) — (116,600) Net cash used in operations (7,748,932) (5,837) (7,754,769) Investing activities Capital expenditures (51,701) 4 (51,697) Net cash used in investing activities (51,701) 4 (51,697) Financing activities Proceeds from related party debt payable 2,580,000 (31,656) 2,548,344 Proceeds from issuance of common stock, net 30,949,003 (15,216,354) 15,732,649 Proceeds from issuance of warrants, net 42,910 (42,910) — Proceeds from exercise of warrants — 15,472,859 15,472,859 Proceeds from exercise of options — 15,085 15,085 Repayments of related party debt payable (6,085,962) (191,192) (6,277,154) Net cash provided by financing activities 27,485,951 5,832 27,491,783 Net change in cash and cash equivalents 19,685,318 — 19,685,318 Cash and cash equivalents at the beginning of the period 8,335 — 8,335 Cash and cash equivalents at the end of the period $ 19,693,653 $ — $ 19,693,653 The impact of the restatements on the consolidated statement of cash flows for the six-month period ended June 30, 2020 is presented below: For the Six Months Ended June 30, 2020 As Previously Restatement Reported Adjustments As Restated Operating activities Net income (loss) $ 13,925 $ (1,320,282) $ (1,306,357) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 11,512 197,843 209,355 Share based compensation — 14,358 14,358 Amortization of operating lease right-of-use asset — 29,165 29,165 Changes in assets and liabilities: Other assets (complimentary devices) (1,256,500) 1,256,500 — Prepaid expenses and other assets 2,315 (65) 2,250 Other assets — 65 65 Accounts payable 74,325 (82,996) (8,671) Lease liability — (28,677) (28,677) Interest payable, related parties 35,413 7,033 42,446 Net cash used in operations (1,119,010) 72,943 (1,046,067) Investing activities Capital expenditures — (1,026,857) (1,026,857) Acquisition of intangible assets (1,418,583) 1,110,855 (307,728) Net cash used in investing activities (1,418,583) 83,998 (1,334,585) Financing activities Proceeds from related party debt payable 2,539,745 (156,212) 2,383,533 Net cash provided by financing activities 2,539,745 (156,212) 2,383,533 Net change in cash and cash equivalents 2,152 730 2,882 Cash and cash equivalents at the beginning of the period 38,890 — 38,890 Cash and cash equivalents at the end of the period $ 41,042 $ 730 $ 41,772 |