GENELUX Corp

Condensed Balance Sheets

(in thousands, except for share amounts and par value data)

Condensed Statements of Operations

(in thousands, except for share amounts and per share data)

Condensed Statements of Comprehensive Loss

(in thousands)

Condensed Statements of Shareholders’ Equity (Unaudited)

(in thousands, except share amounts)

Condensed Statements of Cash Flows

(in thousands)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(in thousands, except for share amounts and per share data)

NOTE 1 –BASIS OF PRESENTATION

Organization and Operations

Genelux Corporation (“Genelux” or the “Company”), a Delaware Corporation, incorporated on September 4, 2001, is a late clinical-stage biopharmaceutical company located in Westlake Village, California. The Company is engaged in the research and development of diagnostic and therapeutic solutions for cancer for which there is no effective treatment today. The Company is focused on developing a pipeline of next-generation oncolytic viral immunotherapies for patients suffering from aggressive and/or difficult-to-treat solid tumor types.

Basis of Presentation of Unaudited Financial Information

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Liquidity and Capital Resources

The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

During the year ended December 31, 2023, the Company incurred a net loss of $28,297 and used cash in operations of $20,275 and had an accumulated deficit of $221,524 as of December 31, 2023. As reflected in the accompanying condensed financial statements, during the nine months ended September 30, 2024, the Company incurred a net loss of $20,893 and used cash in operations of $16,926.

During the year ended December 31, 2023, the Company closed its initial public offering (“IPO”) and two private placements and received $37,774 of net proceeds from these offerings. During the nine months ended September 30, 2024, the Company closed its second public offering and received $27,678 of net proceeds from that offering (see Note 8). Due to the funds received through these offerings, and the conversion of preferred stock and convertible notes payable upon the closing of the IPO, the Company had shareholders’ equity of $33,091 at September 30, 2024. The Company now expects its cash and cash equivalents, and short and long-term investments, totaling $35,060 at September 30, 2024, to last into the first quarter of 2026.

The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. Since inception, the Company has funded its operations primarily through equity and debt financings, and licensing income, and it expects to continue to rely on these sources of capital in the future.

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing, or grant unfavorable terms in future licensing agreements.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in the valuation of accruals for potential liabilities, valuations of stock-based compensation, and realization of deferred tax assets, among others. Actual results could differ from these estimates.

Income (Loss) Per Share

Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued.

For the nine months ended September 30, 2024 and 2023, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive.

The potentially dilutive securities consisted of the following:

Revenue Recognition

The Company records revenue under the guidance of Accounting Standards Codification (“ASC”) 606,Revenue from Contracts with Customers (Topic 606) which requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services.

The Company determines revenue recognition through the following steps:

Under certain of the Company’s licensing, supply and collaboration agreements, it is entitled to receive payment upon the achievement of contingent milestone events or the performance of obligations. The Company recognizes revenue based on guidance in ASC 606. In evaluating revenue recognition under a license agreement, the Company uses a two-step process for determining whether a promised good or service (including a license of intellectual property) is distinct and, therefore, is a performance obligation: (1) consideration of the individual good or service (i.e., whether the good or service is capable of being distinct); and (2) consideration of whether the good or service is separately identifiable from other promises in the contract (i.e., whether the promise to transfer the good or service is distinct in the context of the contract). Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the Company’s balance sheet. Amounts expected to be recognized as revenue in the next 12 months following the balance sheet date are classified as current liabilities.

During the nine months ended September 30, 2024, the Company recognized revenue of $8 relating to its license agreement with ELIAS Animal Health, LLC.

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. Cash equivalents consisted of money market funds as of September 30, 2024 and December 31, 2023. As of September 30, 2024 and December 31, 2023, the amount of cash equivalents included in cash and cash equivalents totaled $5,507 and $7,924, respectively.

Short and Long-Term Investments

The Company’s short and long-term debt security investments are classified as available-for-sale and are carried at fair value, with the unrealized gains and non-credit related losses reported as a component of accumulated other comprehensive loss and included in stockholders’ equity. Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of total other income (expense), net in the Statements of Operations. There were no realized gains or losses during the nine months ended September 30, 2024.

Bonds with maturity dates subsequent to September 30, 2025 are classified as long-term investments, while bonds with maturity dates on or before September 30, 2025 are classified as short-term investments.

For available-for-sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or if it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through a charge to interest income. For available-for-sale securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers such factors as, among other things, the severity of the impairment, any changes in interest rates, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the short-term debt security investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account. Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive loss on the statements of operations and comprehensive loss.

No credit-related losses or impairments have been recognized on the Company’s investments in available-for-sale securities during the nine months ended September 30, 2024.

Fair Value of Financial Instruments

The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value:

The Company’s short-term investments and cash equivalents are carried at fair value, determined according to the fair value hierarchy described in Note 3 below. The carrying amounts of financial instruments such as cash, short-term investments, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments.

Stock-Based Compensation

The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is recognized in the period of the forfeiture. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method over the requisite service period.

The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified.

The Company was a private company until the completion of its IPO on January 30, 2023. In 2022 and prior, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable.

The fair value of each stock option grant is estimated using the Black-Scholes option-pricing model. The Company was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the biotechnology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with shareholders. For the nine months ended September 30, 2024, comprehensive loss included $110 of unrealized gains on short and long-term investments, net of tax.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company adopted ASU 2023-07 beginning January 1, 2024. The Company does not believe the impact of the new guidance and related codification improvements had a material impact to its financial position, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

NOTE 3 -FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

The underlying securities in the money market funds held by the Company are all government backed securities.

Valuation of cash equivalents and short and long-term investments

Cash equivalents consisted of money market funds at September 30, 2024. Money market funds were valued by the Company using quoted prices in active markets for identical securities, which represent a Level 1 measurement within the fair value hierarchy. U.S. Government Agency bonds and U.S. Treasury bonds are government backed securities representing a Level 2 measurement within the fair value hierarchy.

NOTE 4 –SHORT AND LONG-TERM INVESTMENTS

As of September 30, 2024, the Company’s available-for-sale investments by type, consisted of the following:

As of September 30, 2024, $27,955 of available-for-sale securities consisted of investments that mature within one year, and $1,003 consisted of securities that mature after one year.

NOTE 5 -PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at September 30, 2024 and December 31, 2023:

Depreciation expense for the nine months ended September 30, 2024 and 2023 was $178 and $404, respectively.

During the year ended December 31, 2023, the Company expended $995 on facility design services and equipment relating to future planned construction on itsleased manufacturing facility. During the nine months ended September 30, 2024, the Company expended an additional $241 on design services and equipment. The Company hasclassified the accumulated balance of $1,236 to leasehold improvements and began amortizing these assets over the remaining lease term during 2024. The Company’s plan to complete the design phase and begin construction on the facility will be based on available financial resources.

NOTE 6 –ACCRUED PAYROLL AND PAYROLL TAXES

As of December 31, 2023, a total of $2,117 was owed to the Company’s Chief Executive Officer and another employee for past due balances that had accrued over a several year period, and for current accrued payroll and payroll taxes, and other compensation related benefits, including payroll tax liabilities of $321 relating to stock option exercises and restricted stock unit vesting. During the nine months ended September 30, 2024, the Company repaid all of the $1,259 of past due accrued amounts owed to the employees and the $321 of current payroll tax liabilities. As of September 30, 2024, no amounts were owed to employees for these past due balances, and $686 was owed for current accrued payroll and payroll taxes, and other compensation related benefits.

NOTE 7 –LEASE LIABILITIES

Operating Leases

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

As of September 30, 2024, the Company has four operating leases with average monthly payments of approximately $66 per month through October 2030.

During the nine months ended September 30, 2024 and 2023, the Company reflected combined amortization of the right of use assets of $498 and $413, respectively, related to the leases, resulting in a combined net asset balance of $1,930 and $2,428 as of September 30, 2024 and December 31, 2023, respectively.

The operating lease liability at December 31, 2023 was $2,519. During the nine months ended September 30, 2024 and 2023, the Company made combined aggregate payments of $480 and $431, respectively, towards the lease liabilities resulting in a combined lease liability of $2,039 as of September 30, 2024.

Other Leases

In November 2019, the Company entered into a short-term lease agreement for one of its office facilities, which was subsequently extended until December 2022 and is currently on a month-to-month basis. Rent expense was $27 during the nine months ended September 30, 2024 and 2023, respectively.

NOTE 8 -SHAREHOLDERS’ EQUITY

Preferred Stock

Upon the closing of the Company’s IPO on January 30, 2023, all of the Company’s 22,094,889 outstanding shares of Series A through Series K preferred stock automatically converted into 8,359,143 shares of common stock, of which 994,705 shares were attributable to conversion price adjustments based on a weighted-average anti-dilution formula.

As of January 30, 2023, earned but undeclared and unpaid Series H dividends were $3,443. Upon the closing of the IPO, the unpaid dividends were automatically converted into 272,101 shares of the Company’s common stock.

In January 2023, the Company’s Certificate of Incorporation with the state of Delaware was amended to change the number of authorized preferred shares from 29,927,994 to 10,000,000.

Common Stock

Authorized shares

The Company’s Certificate of Incorporation authorizes the Company to issue up to 200,000,000 of its common shares. Holders of shares of common stock have full voting rights, one vote for each share held of record. Shareholders are entitled to receive dividends as may be declared by the Company’s board of directors (the “Board”) out of funds legally available therefore and share pro rata in any distributions to shareholders upon liquidation. Shareholders have no conversion, pre-emptive or subscription rights. All outstanding shares of common stock are fully paid and non-assessable. As of September 30, 2024 and December 31, 2023, there were 34,538,185 and 26,788,986 shares of common stock issued and outstanding, respectively.

In January 2023, the Company’s Certificate of Incorporation with the state of Delaware was amended to change the number of authorized common shares from 75,000,000 to 200,000,000.

Shareholders’ Equity Transactions for the Nine Months Ended September 30, 2023

On January 30, 2023, the Company completed its underwritten IPO of its common stock, in which the Company issued and sold 2,500,000 shares of its common stock at a public offering price of $6.00 per share. In February 2023, the Company sold an additional 153,000 shares of common stock at $6.00 per share pursuant to the underwriters’ partial exercise of their option to purchase additional shares of common stock. The total gross proceeds of the IPO were $15,918 and the Company raised $12,632 in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company.

Upon closing of the IPO, total principal and accrued and unpaid interest and loan fees of $29,896 was owed on certain convertible notes payable. Upon the closing of the IPO, all of the principal plus accrued and unpaid interest and loan fees automatically converted into 4,134,367 shares of the Company’s common stock based on the conversion price of $10.50 per share. As of December 31, 2023, noprincipal or interest was due on the notes.

Upon closing of the IPO, $1,400 of principal and $63 of accrued interest owed on notes payable-shareholders was converted into 73,134 shares of the Company’s common stock with a fair value of $1,865.

In May and June 2023, the Company entered into securities purchase agreements with certain investors pursuant to which the Company agreed to sell and issue shares of its common stock in two private placement transactions. As of September 30, 2023, the Company sold 1,292,079 shares of its common stock under the agreements resulting in net proceeds to the Company of $25,142.

During the nine months ended September 30, 2023, option holders exercised 207,303 of their shares for proceeds of $1,321.

Certain investors who were obligated under the securities purchase agreements to fund remaining committed investment amounts totaling $24,000 have not made such payments. The Company is currently evaluating its potential remedies with respect to these investors’ non-compliance with their contractual obligations to the Company.

Shareholders’ Equity Transactions for the Nine Months Ended September 30, 2024

In May 2024, the Company completed an underwritten public offering of its common stock and accompanying warrants, in which the Company issued and sold 7,500,000 shares of its common stock and accompanying warrants to purchase 7,500,000 shares of the Company’s common stock, including the partial exercise of the underwriters’ option to purchase 625,000 shares of the Company’s common stock and accompanying warrants to purchase 625,000 shares of the Company’s common stock, at a combined offering price of $4.00 per share and accompanying warrant. The total gross proceeds of the offering were $30,000 and the Company raised $27,678 in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company.

Each warrant will have an exercise price of $5.25 per share. The warrants expire five years from the date of grant.

Grant of Restricted Stock Units (RSU)

The following table summarizes restricted common stock activity during the nine months ended September 30, 2024:

During the nine months ended September 30, 2024, the Board approved the issuance of a combined total of 311,684 restricted shares of the Company’s common stock to certain of its employees and its directors. The fair value of the shares on the date of grant was $1,212. The restricted common stock was granted under the Company’s 2022 Equity Incentive Plan (“the 2022 Plan”). A total of 156,810 restricted shares vested during the nine months ended September 30, 2024.

During the nine months ended September 30, 2024 and 2023, the Company recorded $1,352 and $774, respectively, of stock compensation for the fair value vesting of restricted common stock. As of September 30, 2024, $1,395 of unamortized compensation remained.

Stock Options

In August 2009, the Board approved the adoption of the 2009 Equity Incentive Plan (“the 2009 Plan”). The 2009 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 6,166,666 of the authorized shares of the Company’s common stock may be subject to, or issued pursuant to, the terms of the 2009 Plan. As of September 30, 2024, no shares were available for grant under the 2009 Plan.

In September 2018, the Board approved the adoption of the 2019 Equity Incentive Plan (“the 2019 Plan”). The 2019 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. The 2019 Plan allows for the following types of awards: (i) incentive stock options (“ISOs”); (ii) nonstatutory stock options (“NSOs”); (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock unit awards (“RSUs”); (vi) other stock awards. The maximum number of shares of our common stock that may be issued under our 2019 Plan is 2,059,073 shares. Outstanding stock awards granted under the 2009 Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of failure to meet a contingency or condition required to vest such shares or otherwise return to us; or (iii) are required or withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award can be added to the authorized shares as returning shares, not to exceed 3,774,260 shares. The maximum number of shares of our common stock under our 2019 Plan that may be issued is 5,833,333 shares. As of September 30, 2024, a total of 1,632,314 shares were available for grant under the 2019 Plan.

In June 2022, the Board approved the adoption of the 2022 Plan. The 2022 Plan provides for the grant of ISOs to employees, including employees of any parent or subsidiary, and for the grant of NSOs, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. The 2022 Plan is a successor to the 2019 Plan. No further grants will be made under the 2019 Plan. The maximum number of shares of the Company’s common stock under the 2022 Plan that may be issued is 2,800,000 shares. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 and continuing through and including January 1, 2032, in an amount equal to 5% of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board. During the nine months ended September 30, 2024,233,376 option shares were granted under the 2022 Plan. As of December 31, 2023, a total of 1,922,212 shares were available for grant under the 2022 Plan. In January 2024, the number of shares available to be issued under the 2022 Plan automatically increased by 1,339,449 shares, as determined by the 2022 Plan, and 3,230,161 shares were available for grant under the 2022 Plan as of September 30, 2024.

In September 2023, the Board approved the adoption of the Company’s 2023 Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 shares of the Company’s common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company. The Inducement Plan provides for the grant of NSOs, stock appreciation rights, restricted stock awards, RSUs, performance-based cash and stock awards, and other stock-based awards. In addition, forms of (i) Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise and (ii) Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement, for both (a) executive officers and (b) employees at or below the vice president level, were adopted and approved for use with the Inducement Plan. The terms and conditions of the Inducement Plan are substantially similar to the Company’s stockholder-approved 2022 Plan. During the nine months ended September 30, 2024, no awards were granted under the Inducement Plan. As of September 30, 2024, a total of 555,700 shares were available for grant under the Inducement Plan.

Option exercise prices are set forth in the grant notice, without commission or other charge, provided however, that the price per share of the shares subject to the option shall not be less than the greater of(i) 100% of the fair market value of a share of stock on the grant date, or (ii) 110% of the fair market value of a share of stock on the grant date in the case of a Participant then owning more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company. Options to employees, directors and consultants generally vest and become exercisable over a period not exceeding four years. Options typically expire ten years after the date of grant.

The Company’s policy is to recognize compensation cost for awards with only service conditions on a straight- line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model.

Stock Option Grants during the Nine Months Ended September 30, 2024

During the nine months ended September 30, 2024, under its 2022 Plan, the Board approved the granting of options to certain employees to purchase 233,376 shares of its common stock with exercise prices of $1.96 to $7.44 per share. The options vest over four years, expire ten years from the date of grant and had an aggregate fair value of $434 at the date of grant. The Company valued the options using a Black-Scholes option pricing model.

The assumptions used for the options granted during the period are as follows:

The table below summarizes the Company’s stock option activities for the nine months ended September 30, 2024:

The following table summarizes information concerning outstanding and exercisable options as of September 30, 2024:

During the nine months ended September 30, 2024, the Company extended the option term for two option holders for an additional year through December 31, 2024. The total number of shares that were extended was 51,581 shares. The cost of the stock option modifications was $303 and was recorded during the nine months ended September 30, 2024.

In September 2022, the Board approved a stock option repricing whereby the exercise price of previously granted and unexercised options held by certain employees, directors and key advisers with exercise prices between $9.00 and $10.50 per share, would be adjusted to $6.00 per share, the closing price of the Company’s initial public offering. The total cost of the repricing was $2,733, of which $2,689 was recorded as of December 31, 2023, and $23 was recorded during the nine months ended September 30, 2024. The remainder of the cost will be recorded over the future vesting periods of the options.

During the nine months ended September 30, 2024 and 2023, the Company recorded $4,308 and $982, respectively, of stock compensation for the value of all options vested during the period. As of September 30, 2024, unvested compensation of $15,482 remained that will be amortized over the remaining vesting period, through May 2028. The aggregate intrinsic value for option shares outstanding at September 30, 2024 was $83.

Stock Warrants

The table below summarizes the Company’s warrants activities for the nine months ended September 30, 2024:

The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2024:

During the nine months ended September 30, 2023, the Company issued warrants to certain of its lenders to purchase up to 111,828 shares of the Company’s common stock. The warrants have an exercise price of $10.50 per share and expire in April 2023. The Company calculated the aggregate fair value of the warrants on the date of grant to be $3,152 using a Black-Scholes pricing model. As all of the debt converted during the nine months ended September 30, 2023, the value of the warrants was recorded as a financing cost during the same period. During the nine months ended September 30, 2023, a total of 430,086 warrant shares were exercised for proceeds of $2,741.

During the nine months ended September 30, 2024, the Company issued warrants to purchase 7,500,000 shares of its common stock with an exercise price of $5.25 per share to the underwriters of its second public offering (see Note 8 above). The warrants expire five years from the date of grant.

During the nine months ended September 30, 2024, warrant holders exercised 76,487 warrants to acquire common stock at an exercise price of $9.00 per share for proceeds of $688.

There wasno aggregate intrinsic value for warrant shares outstanding at September 30, 2024.

Employee Stock Purchase Plan

The Company’s 2022 Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase Company shares on an after-tax basis in an amount between 1% and 15% of their earnings: (i) on May 16 th of each year at a 15% discount of the fair market value of the Company’s common stock on November 17 of the previous year or May 16 th, whichever is lower, and (ii) on November 15 th of each year at a 15% discount of the fair market value of the Company’s common stock on May 17 thor November 15 th, whichever is lower. Subsequent offerings will automatically begin on the day that immediately follows the conclusion of the preceding offering. An employee may not purchase more than 7,500 shares per offering or 15,000 shares per calendar year or more than $25,000 annually. A maximum of 700,000 shares of the Company’s shares of common stock may be sold pursuant to purchase rights under the ESPP. The ESPP includes an “evergreen” feature, which provides that an additional number of shares of common stock will automatically be added to the shares authorized for issuance under the ESPP on January 1 st of each year, beginning on January 1, 2024 and ending on (and including) January 1, 2032. The number of shares added each calendar year will equal the lesser of 1% of the Company’s common stock outstanding on December 31 st of the preceding calendar year or 2,100,000 or a lesser number as determined by the Board. The evergreen provision added 267,890 shares of common stock to the ESPP in 2024. During the nine months ended September 30, 2024, employees purchased 15,902 shares of common stock for an aggregate purchase price of $49 under the ESPP. As of September 30, 2024,951,988 shares remain authorized and available for issuance under the ESPP. As of September 30, 2024, the Company held $53 on behalf of employees for future purchases under the ESPP, and this amount was recorded in accrued payroll and payroll taxes in the Company’s condensed balance sheet.

NOTE 9 -LEGAL MATTERS

To the Company’s knowledge, it is not currently the subject of any material legal proceeding. In the future, the Company may be involved in actual and/or threatened legal proceedings, claims, investigations and government inquiries arising in the ordinary course of our business, including legal proceedings, claims, investigations and government inquiries involving intellectual property, data privacy and security, other torts, illegal or objectionable content, consumer protection, securities, employment, contractual rights, civil rights infringement, false or misleading advertising, or other legal claims relating to our business.

NOTE 10 -SUBSEQUENT EVENTS

Subsequent to September 30, 2024, the Company granted stock options to purchase up to 38,332 shares of the Company’s common stock to two consultants with exercise prices of $2.75 and $6.00. The options will fully vest by December 31, 2024, and expireten years from the date of grant.