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Myseum, Inc.

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 13, 2025

MYSE$1.26+0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001213900-25-076607

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001213900-25-110045

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 88 previous paragraphs and 85 current paragraphs.

53 unchanged; 31 reworded; 1 added; 3 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

On August 7, 2025, we filed a Certificate of Amendment to our Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company to “Myseum, Inc.”** **In connection with the name change, the trading symbols for our common stock and Series A warrants began trading on the Nasdaq Capital Market on August 11, 2025 as “MYSE” and “MYSEW”, respectively.
Removed paragraphs (3)

Previous report

On January 8, 2025, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we sold 1,200,000 shares of our common stock at a purchase price of $4.25 per share of Common Stock. Proceeds from the offering were approximately $5.1 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The shares of Common Stock were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-268058), which was declared effective by the Securities and Exchange Commission on December 6, 2022, a base prospectus dated December 6, 2022, and a prospectus supplement dated January 8, 2025. The closing of the offering took place on January 9, 2025. In addition, pursuant to the terms of the offering, the Company issued to The Benchmark Company, LLC, the exclusive placement agent for the offering, warrants to purchase up to 60,000 shares of the Company’s common stock, at an exercise price equal to 100.0% of the offering price per share of Common Stock, or $4.25 per share. The Placement Agent Warrant is exercisable during the four-and-a-half year period commencing six months after the date of the closing of this Offering.
Reworded paragraphs (31)

Previous wording

We are a private messaging, cybersecurity, and social media company that not only focuses on protecting privacy on personal devices, but also protects user information after it is shared with others. We believe that one’s right to privacy should not end the moment they click “send”, and that we all deserve the same right to privacy online that we enjoy in our own living rooms. Our flagship product, DatChat Messenger & Private Social Network, is a privacy platform and mobile application that gives users the ability to communicate with the privacy and protection they deserve. Recently, we have expanded our business and product offerings to include the development of our Myseum platform, a secure digital content management and storage solution for families, groups and individuals. In addition, as a result of our acquisition of RPM Interactive, Inc. in October 2024, we have repositioned our majority-owned subsidiary, Dragon Interact, Inc. (recently renamed RPM Interactive, Inc.) away from the development of the Habytat platform to focus on becoming an AI generated publishing company of trivia mobile game apps and vodcasts/podcasts designed to publish content across hundreds of evergreen topics every day and be distributed to all major streaming platforms. See “Business – RPM Interactive, Inc.” and “Business – The Habytat.”

Current wording

We are a private messaging, cybersecurity, and social media company that not only focuses on protecting privacy on personal devices, but also protects user information after it is shared with others. We believe that one’s right to privacy should not end the moment they click “send”, and that we all deserve the same right to privacy online that we enjoy in our own living rooms. Our flagship product, DatChat Messenger & Private Social Network, is a privacy platform and mobile application that gives users the ability to communicate with the privacy and protection they deserve. In March 2025, we expanded our business and product offerings to include the development of our Myseum platform, a secure digital content management and storage solution for families, groups and individuals. In addition, as a result of our acquisition of RPM Interactive, Inc. in October 2024, we have repositioned our majority-owned subsidiary, Dragon Interact, Inc. (recently renamed RPM Interactive, Inc.) away from the development of the Habytat platform to focus on becoming an AI generated publishing company of trivia mobile game apps and vodcasts/podcasts designed to publish content across hundreds of evergreen topics every day and be distributed to all major streaming platforms. See “Business – RPM Interactive, Inc.” and “Business – The Habytat.”

Previous wording

We capitalize costs to develop or purchase internal-use software in accordance with ASC section 350-40,Intangibles — Goodwill and Other — Internal-Use Software. Costs incurred to develop internal-use software are expensed as incurred during the preliminary project stage. Internal-use software development costs are capitalized upon purchase and during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the intended function. Capitalization ceases at the point where the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements. When the existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use. During the six months ending June 30, 2025, we capitalized certain software development costs incurred amounting to $174,641 since the Company’s software development projects were in the application development stage. During the six months ending June 30, 2024, software development costs incurred internally, other than purchased software, were expensed since the Company’s software development projects were in the preliminary project stage. Such costs were included in research and development costs on the accompanying unaudited consolidated statement of operations and comprehensive loss.

Current wording

We capitalize costs to develop or purchase internal-use software in accordance with ASC section 350-40,Intangibles — Goodwill and Other — Internal-Use Software. Costs incurred to develop internal-use software are expensed as incurred during the preliminary project stage. Internal-use software development costs are capitalized upon purchase and during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the intended function. Capitalization ceases at the point where the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of the internal-use software development costs and related upgrades and enhancements. On August 1, 2025, certain internal-use software was placed in service and such internal-use software development costs are being amortized since then on a straight-line basis over the expected useful life of three years. When the existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use. During the nine months ending September 30, 2025, we capitalized certain software development costs incurred amounting to $190,838 since the Company’s software development projects were in the application development stage. For the three and nine months ended September 30, 2025, amortization of intangible assets amounted to $9,212. During the nine months ending September 30, 2024, software development costs incurred internally, other than purchased software, were expensed since the Company’s software development projects were in the preliminary project stage. Such costs were included in research and development costs on the accompanying unaudited consolidated statement of operations and comprehensive loss.

Previous wording

The Company accounts for its noncontrolling interest in RPM Interactive in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations. Through January 10, 2024, the date that VR Interactive purchased 8,000,000 shares of RPM Interactive from Metabizz LLC, any noncontrolling interest eliminated in consolidation. Because this change in ownership moved from a consolidated entity (the VIE entities) to a nonconsolidated entity (VR Interactive), subsequent to January 10, 2024 the Company ceased eliminating the noncontrolling interest in consolidation and recorded an initial negative noncontrolling interest in total equity for the portion of equity ownership not attributable to Myseum based on the minority interest holders’ ownership interest in the carrying value of RPM Interactive’s equity. Due to the issuance of common shares by RPM Interactive, during the six months ended June 30, 2025, the Company recorded aggregate initial negative noncontrolling interest of $181,530 in total equity for the portion of additional equity ownership not attributable to the Company based on the minority interest holders’ ownership interest in the carrying value of RPM Interactive’s equity. The Company allocated $286,231 of the net loss of the subsidiary to noncontrolling interest during the six months ended June 30, 2025. As a result of changes in RPM Interactive outstanding common stock and the Company’s share of losses of subsidiary since January 2024, aggregate noncontrolling interest deficit amounted to $2,605,550 as of June 30, 2025.

Current wording

The Company accounts for its noncontrolling interest in RPM Interactive in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations. Through January 10, 2024, the date that VR Interactive purchased 8,000,000 shares of RPM Interactive from Metabizz LLC, any noncontrolling interest eliminated in consolidation. Because this change in ownership moved from a consolidated entity (the VIE entities) to a nonconsolidated entity (VR Interactive), subsequent to January 10, 2024 the Company ceased eliminating the noncontrolling interest in consolidation and recorded an initial negative noncontrolling interest in total equity for the portion of equity ownership not attributable to Myseum based on the minority interest holders’ ownership interest in the carrying value of RPM Interactive’s equity. Due to the issuance of common shares by RPM Interactive, during the nine months ended September 30, 2025, the Company recorded aggregate initial negative noncontrolling interest of $188,810 in total equity for the portion of additional equity ownership not attributable to the Company based on the minority interest holders’ ownership interest in the carrying value of RPM Interactive’s equity. The Company allocated $316,235 of the net loss of the subsidiary to noncontrolling interest during the nine months ended September 30, 2025. As a result of changes in RPM Interactive outstanding common stock and the Company’s share of losses of subsidiary since January 2024, aggregate noncontrolling interest deficit amounted to $2,642,834 as of September 30, 2025.

Previous wording

On March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. During the three months ended March 31, 2024, the Company ceased doing business with Metabizz, LLC and Metabizz SAS and will pay technology professionals directly. In connection with the deconsolidation of Metabizz, LLC and Metabizz SAS, during the six months ended June 30, 2024, the Company recorded a gain on deconsolidation of $107.

Current wording

On March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS. During the three months ended March 31, 2024, the Company ceased doing business with Metabizz, LLC and Metabizz SAS and will pay technology professionals directly. In connection with the deconsolidation of Metabizz, LLC and Metabizz SAS, during the nine months ended September 30, 2024, the Company recorded a gain on deconsolidation of $107.

Previous wording

On August 27, 2024, the Company entered into an Asset Purchase Agreement with the Seller, pursuant to which it acquired from Seller the Assets (See Note 1) in consideration for the transfer by the Company of 8,000,000 restricted shares of common stock of RPM Interactive. Accordingly, as of September 30, 2024, the Company owned 45.5% of RPM Interactive. On August 27, 2024, based on the Company’s analysis, the Company determined that RPM Interactive met the definition of a VIE under the VIE model, which provides for situations in which control may be demonstrated other than by the possession of voting rights in RPM Interactive. Based on Company’s analysis, the Company continues to have the power to direct the activities of RPM Interactive that most significantly impact RPM Interactive’s economic performance and the obligation to absorb losses of RPM Interactive that could potentially be significant to RPM Interactive or the right to receive benefits from RPM Interactive that could potentially be significant to RPM Interactive. As of June 30, 2025 and December 31, 2024, the Company retained approximately 34.0% and 39.7%

Current wording

On August 27, 2024, the Company entered into an Asset Purchase Agreement with the Seller, pursuant to which it acquired from Seller the Assets (See Note 1) in consideration for the transfer by the Company of 8,000,000 restricted shares of common stock of RPM Interactive. Accordingly, as of September 30, 2024, the Company owned 45.5% of RPM Interactive. On August 27, 2024, based on the Company’s analysis, the Company determined that RPM Interactive met the definition of a VIE under the VIE model, which provides for situations in which control may be demonstrated other than by the possession of voting rights in RPM Interactive. Based on Company’s analysis, the Company continues to have the power to direct the activities of RPM Interactive that most significantly impact RPM Interactive’s economic performance and the obligation to absorb losses of RPM Interactive that could potentially be significant to RPM Interactive or the right to receive benefits from RPM Interactive that could potentially be significant to RPM Interactive. As of September 30, 2025 and December 31, 2024, the Company retained approximately 34.0% and 39.7% ownership in RPM Interactive.

Previous wording

During the three months ended June 30, 2025 and 2024, we generated minimal revenues of $78 and $151, respectively. During the six months ended June 30, 2025 and 2024, we generated minimal revenues of $161 and $282, respectively. Revenue consisted of subscription revenues.

Current wording

During the three months ended September 30, 2025 and 2024, we generated minimal revenues of $328 and $62, respectively. During the nine months ended September 30, 2025 and 2024, we generated minimal revenues of $489 and $344, respectively. Revenue consisted of subscription revenues.

Previous wording

For the three months ended June 30, 2025, operating expenses amounted to $1,406,906 as compared to $1,267,254 for the three months ended June 30, 2024, an increase of $139,652, or 11.0%. For the six months ended June 30, 2025, operating expenses amounted to $3,067,435 as compared to $2,930,804 for the six months ended June 30, 2024, an increase of $136,631, or 4.7%. For the three and six months ended June 30, 2025 and 2024, operating expenses consisted of the following:

Current wording

For the three months ended September 30, 2025, operating expenses amounted to $1,280,929 as compared to $1,238,246 for the three months ended September 30, 2024, an increase of $42,683, or 3.3%. For the nine months ended September 30, 2025, operating expenses amounted to $4,348,364 as compared to $4,169,050 for the nine months ended September 30, 2024, an increase of $179,314, or 4.3%. For the three and nine months ended September 30, 2025 and 2024, operating expenses consisted of the following:

Previous wording

During the six months ended June 30, 2025 and 2024, compensation and related expenses amounted to $1,646,387 and $1,420,260, respectively, an increase of $226,127, or 15.9%. The increase was attributable to an increase in stock-based compensation of $302,130 due to the issuance of new stock options, offset by an overall decrease in compensation and other related expenses of $76,003.

Current wording

During the three months ended September 30, 2025 and 2024, compensation and related expenses amounted to $775,965 and $461,422, respectively, an increase of $314,543, or 68.2%. The increase was attributable to an increase in stock-based compensation of $194,266 due to the issuance of new stock options, increase in health insurance of $21,531, and an overall increase in compensation and other related expenses of $98,746.

Previous wording

During the three months ended June 30, 2025 and 2024, compensation and related expenses amounted to $679,107 and $522,596, respectively, an increase of $156,511, or 29.9%. The increase was attributable to an increase in stock-based compensation of $153,771 due to the issuance of new stock options and an overall increase in compensation and other related expenses of $2,740.

Current wording

During the nine months ended September 30, 2025 and 2024, compensation and related expenses amounted to $2,422,352 and $1,881,682, respectively, an increase of $540,670, or 28.7%. The increase was attributable to an increase in stock-based compensation of $496,395 due to the issuance of new stock options, and an overall increase in compensation and other related expenses of $44,275.

Previous wording

During the three months ended June 30, 2025 and 2024, marketing and advertising expenses amounted to $72,241 and $32,883, respectively, an increase of $39,358, or 119.7%. During the six months ended June 30, 2025 and 2024, marketing and advertising expenses amounted to $110,503 and $67,600, respectively, an increase of $42,903, or 63.5%. The increase was primarily due to an increase in promotions, branding and digital marketing strategies and social media ads.

Current wording

During the three months ended September 30, 2025 and 2024, marketing and advertising expenses amounted to $54,087 and $34,134, respectively, an increase of $19,953, or 58.4%. During the nine months ended September 30, 2025 and 2024, marketing and advertising expenses amounted to $164,590 and $101,734, respectively, an increase of $62,856, or 61.8%. The increase was primarily due to an increase in promotions, branding and digital marketing strategies and social media ads.

Previous wording

During the three months ended June 30, 2025 and 2024, we reported professional and consulting expenses of $410,896 and $250,274, respectively, an increase of $160,622, or 64.2%. The increase was primarily attributable to an increase in investor relations of $132,803, an increase in accounting fees of $56,436, an increase in Edgar agent fees of $21,214, an increase in legal fees of $17,786, and an increase of consulting fees – related party of $9,000, offset by a decrease in stock-based consulting fees of $52,840 a decrease in other consulting fees of $22,742, and a decrease of other professional fees of $1,035.

Current wording

During the three months ended September 30, 2025 and 2024, we reported professional and consulting expenses of $221,275 and $222,220, respectively, a decrease of $945, or 0.4%. The decrease was primarily attributable to a decrease in accounting fees of $10,804, a decrease in stock-based consulting fees of $655, a decrease in other consulting fees of $2,500, offset by an increase in investor relations of $5,018, an increase in Edgar filing agent fees of $3,014, an increase in other professional fees of $3,210, and an increase in legal fees of $1,772.

Previous wording

During the six months ended June 30, 2025 and 2024, we reported professional and consulting expenses of $866,380 and $503,899, respectively, an increase of $362,481, or 71.9%. The increase was primarily attributable to an increase in investor relations of $210,303, an increase in accounting fees of $96,574, an increase in legal fees of $91,196, an increase in other consulting fees of $29,908, an increase in Edgar agents fees of $21,745, and an increase in consulting fees – related party of $18,000, offset by a decrease in stock-based consulting fees of $105,162, and a decrease in other professional fees of $83.

Current wording

During the nine months ended September 30, 2025 and 2024, we reported professional and consulting expenses of $1,087,655 and $726,119, respectively, an increase of $361,536, or 49.8%. The increase was primarily attributable to an increase in investor relations of $215,322, an increase in legal fees of $92,967, an increase in accounting fees of $85,770, an increase in other consulting fees of $33,408, an increase in Edgar filing agent fees of $24,174, an increase in consulting fees – related party of $12,000, and an increase in other professional fees of $3,712, offset by a decrease in stock-based consulting fees of $105,817.

Previous wording

During the three months ended June 30, 2025 and 2024, we incurred $5,000 and $226,058 in research and development expenses, a decrease of $221,058, or 97.8%. During the six months ended June 30, 2025 and 2024, we incurred $11,000 and $459,976 in research and development expenses, a decrease of $448,976, or 97.6%. Research and development costs were incurred in connection with our Metaverse software development project, including the development of Habytat which was in the preliminary stage. As of June 30, 2025, we ceased development of our Metaverse software.

Current wording

During the three months ended September 30, 2025 and 2024, we incurred $0 and $363,472 in research and development expenses, a decrease of $363,472, or 100.0%. During the nine months ended September 30, 2025 and 2024, we incurred $11,000 and $823,448 in research and development expenses, a decrease of $812,448, or 98.7%. Research and development costs were incurred in connection with our Metaverse software development project, including the development of Habytat which was in the preliminary stage. In 2024, we ceased development of our Metaverse software.

Previous wording

During the six months ended June 30, 2025 and 2024, general and administrative expenses amounted to $433,165 and $479,069, a decrease of $45,904, or 9.6%. The decrease was primarily attributable to a decrease in computer and internet expenses of $14,141, a decrease in proxy meeting expenses of $9,288, and a decrease in other general and administrative expenses of $22,475.

Current wording

During the three months ended September 30, 2025 and 2024, general and administrative expenses amounted to $229,602 and $156,998, an increase of $72,604, or 46.2%. The increase was primarily attributable to an increase in amortization expense of $9,212, an increase in proxy meeting expenses of $42,865, an increase in computer and internet expenses of $17,804, and an increase in other general and administrative expenses of $2,723.

Previous wording

During the three months ended June 30, 2025 and 2024, general and administrative expenses amounted to $239,662 and $235,443, an increase of $4,219, or 1.8%. The increase was primarily attributable to an increase in computer and internet expenses of $12,356, and an increase in proxy meeting expenses of $10,000, offset by a decrease in other general and administrative expenses of $18,137.

Current wording

During the nine months ended September 30, 2025 and 2024, general and administrative expenses amounted to $662,767 and $636,067, an increase of $26,700, or 4.2%. The increase was primarily attributable to an increase in amortization expense of $9,212, and an increase in proxy meeting expenses of $33,577, offset by a decrease in other general and administrative expenses of $16,089.

Previous wording

During the three months ended June 30, 2025, loss from operations amounted to $1,406,828 as compared to $1,267,103 during the three months ended June 30, 2024, an increase of $139,725, or 11.0%. During the six months ended June 30, 2025, loss from operations amounted to $3,067,274 as compared to $2,930,522 during the three months ended June 30, 2024, an increase of $136,752, or 4.7%. The increase was primarily a result of the changes in operating expenses discussed above

Current wording

During the three months ended September 30, 2025, loss from operations amounted to $1,280,601 as compared to $1,238,184 during the three months ended September 30, 2024, an increase of $42,417, or 3.4%. During the nine months ended September 30, 2025, loss from operations amounted to $4,347,875 as compared to $4,168,706 during the nine months ended September 30, 2024, an increase of $179,169, or 4.3%. The increase was primarily a result of the changes in operating expenses discussed above

Previous wording

Other income (expenses) primarily consisted of interest income, gain on deconsolidation of variable interest entities, and foreign currency exchange loss. During the three months ended June 30, 2025 and 2024, we reported other income, net of $49,639 and $62,995, respectively, which solely consisted of interest income. During the six months ended June 30, 2025 and 2024, we reported other income, net of $90,975 and $164,607, respectively.

Current wording

Other income (expenses) primarily consisted of interest income, gain on deconsolidation of variable interest entities, and foreign currency exchange loss. During the three months ended September 30, 2025 and 2024, we reported other income, net of $49,120 and $54,726, respectively, which solely consisted of interest income. During the nine months ended September 30, 2025 and 2024, we reported other income, net of $140,095 and $219,333, respectively.

Previous wording

During the six months ended June 30, 2025, other income, net solely consisted of interest income of $90,975. During the six months ended June 30, 2024, other income, net primarily consisted of interest income of $177,465, gain on deconsolidation of variable interest entities of $107, and a foreign currency exchange loss of $12,965.

Current wording

During the nine months ended September 30, 2025, other income, net solely consisted of interest income of $140,095. During the nine months ended September 30, 2024, other income, net primarily consisted of interest income of $232,191, gain on deconsolidation of variable interest entities of $107, and a foreign currency exchange loss of $12,965.

Previous wording

Due to the foregoing reasons, during the three months ended June 30, 2025 and 2024, our net loss was $1,357,189 and $1,204,108, respectively, an increase of $153,081, or 12.7%. During the three months ended June 30, 2025 and 2024, after adjusting net loss for the net loss of subsidiary attributable to noncontrolling interest of $140,317 and $220,861, respectively, net loss attributable to common shareholders of was $1,216,872, or ($0.29) per common share (basic and diluted) and $983,247, or ($0.33) per common share (basic and diluted), respectively, an increase of $233,625, or 23.8%.

Current wording

Due to the foregoing reasons, during the three months ended September 30, 2025 and 2024, our net loss was $1,231,481 and $1,183,458, respectively, an increase of $48,023, or 4.1%. During the three months ended September 30, 2025 and 2024, after adjusting net loss for the net (income) loss of subsidiary attributable to noncontrolling interest of $30,004 and $(88,343), respectively, net loss attributable to common shareholders of was $1,201,477, or ($0.28) per common share (basic and diluted) and $1,271,801 or ($0.42) per common share (basic and diluted), respectively, a decrease of $70,324, or 5.5%.

Previous wording

During the six months ended June 30, 2025 and 2024, our net loss was $2,976,299 and $2,765,915, respectively, an increase of $210,384, or 7.6%. During the six months ended June 30, 2025 and 2024, after adjusting net loss for the net loss of subsidiary attributable to noncontrolling interest of $286,231 and $644,856, respectively, net loss attributable to common shareholders of was $2,690,068, or ($0.65) per common share (basic and diluted) and $2,121,059, or ($0.73) per common share (basic and diluted), respectively, an increase of $569,009, or 26.8%.

Current wording

During the nine months ended September 30, 2025 and 2024, our net loss was $4,207,780 and $3,949,373, respectively, an increase of $258,407, or 6.5%. During the nine months ended September 30, 2025 and 2024, after adjusting net loss for the net loss of subsidiary attributable to noncontrolling interest of $316,235 and $556,513, respectively, net loss attributable to common shareholders of was $3,891,545, or ($0.93) per common share (basic and diluted) and $3,392,860, or ($1.15) per common share (basic and diluted), respectively, an increase of $498,685, or 14.7%.

Previous wording

The accompanying unaudited consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. As of June 30, 2025, we had cash and cash equivalents of $407,888, short-term investments of $5,306,701, and working capital of $5,142,897. Short-term investments include U.S. Treasury zero coupon bills that are all highly rated and have initial maturities between two and twelve months. On January 8, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors pursuant to which the Company agreed to sell to such investors 1,200,000 shares of common stock of the Company at a purchase price of $4.25 per share of Common Stock (the “Offering”). The closing of the sales of these securities under the Purchase Agreement took place on January 9, 2025 and we received net proceeds of $4,532,000. Net cash used in operations was $2,610,978 for the six months ended June 30, 2025. Until such time that the Company implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a public company. We believe that our existing working capital and cash on hand will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report.

Current wording

The accompanying unaudited consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. As of September 30, 2025, we had cash and cash equivalents of $457,626, short-term investments of $4,346,310, and working capital of $4,193,316. Short-term investments include U.S. Treasury zero coupon bills that are all highly rated and have initial maturities between two and eight months. On January 8, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors pursuant to which the Company agreed to sell to such investors 1,200,000 shares of common stock of the Company at a purchase price of $4.25 per share of Common Stock (the “Offering”). The closing of the sales of these securities under the Purchase Agreement took place on January 9, 2025 and we received net proceeds of $4,532,000. Net cash used in operations was $3,515,434 for the nine months ended September 30, 2025. Until such time that the Company implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a public company. We believe that our existing working capital and cash on hand will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report.

Previous wording

Cash Flow Activities for the Six Months ended June 30, 2025 and 2024

Current wording

Cash Flow Activities for the Nine Months ended September 30, 2025 and 2024

Previous wording

Net cash used in operating activities totaled $2,610,978 and $2,550,384 for the six months ended June 30, 2025 and 2024, respectively, an increase of $60,594.

Current wording

Net cash used in operating activities totaled $3,515,434 and $3,507,202 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $8,232.

Previous wording

Net cash flow used in operating activities for the six months ended June 30, 2025 primarily reflected a net loss of $2,976,299 adjusted for the add-back of non-cash items consisting of depreciation and amortization of $11,209, amortization of right of use assets of $10,318, and accretion of stock-based stock option and common stock expense of $313,666, offset by changes in operating assets and liabilities primarily consisting of an increase in accounts receivable of $13, a decrease in prepaid expenses of $66,258, a decrease in accounts payable and accrued expenses of $32,572, an increase in contract liabilities of $17, and a decrease in operating lease liabilities of $3,562.

Current wording

Net cash flow used in operating activities for the nine months ended September 30, 2025 primarily reflected a net loss of $4,207,780 adjusted for the add-back of non-cash items consisting of depreciation and amortization of $25,488, amortization of right of use assets of $21,760, and accretion of stock-based stock option and common stock expense of $530,582, offset by changes in operating assets and liabilities primarily consisting of an increase in accounts receivable of $17, an increase in prepaid expenses of $39,645, an increase in accounts payable and accrued expenses of $168,699, a decrease in contract liabilities of $25, and a decrease in operating lease liabilities of $14,496.

Previous wording

Net cash flow used in operating activities for the six months ended June 30, 2024 primarily reflected a net loss of $2,765,915 adjusted for the add-back (reduction) of non-cash items consisting of depreciation and amortization of $11,565, amortization of right of use assets of $35,131, accretion of stock-based stock option and common stock expense of $116,698, a non-cash gain from deconsolidation of variable interest entities of $(107), and foreign currency exchange loss of $12,965, offset by changes in operating assets and liabilities primarily consisting of an increase in accounts receivable of $9, a decrease in prepaid expenses of $40,207, an increase in accounts payable and accrued expenses of $38,693, an increase in contract liabilities of $25, and a decrease in operating lease liabilities of $39,637.

Current wording

Net cash flow used in operating activities for the nine months ended September 30, 2024 primarily reflected a net loss of $3,949,373 adjusted for the add-back (reduction) of non-cash items consisting of depreciation and amortization of $17,347, amortization of right of use assets of $54,065, accretion of stock-based stock option and common stock expense of $132,430, a non-cash gain from deconsolidation of variable interest entities of $(107), foreign currency exchange loss of $12,965, and non-cash research development expense of $166,667, offset by changes in operating assets and liabilities primarily consisting of an increase in accounts receivable of $13, an increase in prepaid expenses of $65,899, an increase in accounts payable and accrued expenses of $185,469, a decrease in contract liabilities of $30, and a decrease in operating lease liabilities of $60,823.

Previous wording

Net cash provided by (used in) investing activities amounted to $(2,533,305) and $527,769 for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Net cash (used in) provided by investing activities amounted to $(1,589,111) and $1,269,566 for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

During the six months ended June 30, 2025, we received gross proceeds from the sale of short-term investments of $2,963,546 and purchased short-term investments of $5,317,735. Additionally, we purchased property and equipment of $4,475 and capitalized internal-use software of $174,641.

Current wording

During the nine months ended September 30, 2025, we received gross proceeds from the sale of short-term investments of $4,430,372 and purchased short-term investments of $5,824,170. Additionally, we purchased property and equipment of $4,475 and capitalized internal-use software of $190,838.

Previous wording

During the six months ended June 30, 2024, we received gross proceeds from the sale of short-term investments of $6,121,770 purchased short-term investments of $5,594,001.

Current wording

During the nine months ended September 30, 2024, we received gross proceeds from the sale of short-term investments of $9,757,175 purchased short-term investments of $8,487,609.

Previous wording

Net cash provided by financing activities totaled 4,355,472 and $1,656,771 for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Net cash provided by financing activities totaled $4,365,472 and $1,916,771 for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

During the six months ended June 30, 2025, we received $4,532,000 from the sale of common stock, net, and paid deferred offering costs of $176,528.

Current wording

During the nine months ended September 30, 2025, we received $4,532,000 from the sale of common stock, net, received proceeds from notes payable of $40,000, and paid deferred offering costs of $206,528.

Previous wording

During the six months ended June 30, 2024, we received $559,251 from the sale of common stock, net, received $235,998 from the sale of subsidiary common stock, net, and received $861,522 from the sale of pre-funded warrants.

Current wording

During the nine months ended September 30, 2024, we received $559,251 from the sale of common stock, net, received $495,998 from the sale of subsidiary common stock, net, and received $861,522 from the sale of pre-funded warrants.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

In January 2025, we returned 3,500,000 shares of the Subsidiary’s. common stock held by us to the Subsidiary, which shares were cancelled and are no longer outstanding on the Subsidiary’s stock ledger. Following this transaction, we held 12.5 million shares of the Subsidiary’s common stock, or approximately 34% of its outstanding shares.